Chijet Motor (CJET) F-4Registration of securities (foreign)

As filed with the U.S. Securities and Exchange Commission on March 9, 2023.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Chijet Motor Company, Inc.   

(Exact name of registrant as specified in its charter)

Sertus Chambers

Governors Square, Suite #5-204

23 Lime Tree Bay Avenue, P.O. Box 2547

Grand Cayman, KY1-1104, Cayman Islands

+86-0535-2766221

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

(302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon consummation of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. 

PRELIMINARY PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED MARCH 9, 2023

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF

JUPITER WELLNESS ACQUISITION CORP.

AND PROSPECTUS FOR UP TO 183,391,795 ORDINARY SHARES OF

CHIJET MOTOR COMPANY, INC.

To the Stockholders of Jupiter Wellness Acquisition Corp.:

You are cordially invited to attend the special meeting of stockholders (the “special meeting”) of Jupiter Wellness Acquisition Corp., a Delaware corporation, which we refer to as “JWAC,” “we,” “us” or “our”, to be virtually held at 10:00 a.m., Eastern time, on March 29, 2023 . The special meeting can be accessed via live webcast by visiting , where you will be able to listen to the meeting live and vote during the meeting.

On October 25, 2022 we entered into a Business Combination Agreement with Chijet Inc., a Cayman Islands exempted company (“Chijet”), each of the referenced holders of Chijet’s outstanding ordinary shares (collectively, the “Sellers”), Chijet Motor (USA) Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger Sub”) and Chijet Motor Company, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Chijet (“Pubco” or “Chijet Motors”) (as it may be amended from time to time, the “BCA”). Subject to its terms and conditions, the Business Combination Agreement provides that JWAC and Chijet will become wholly-owned subsidiaries of Pubco, a newly formed holding company. Chijet indirectly holds an over 85% interest in Shandong Baoya New Energy Vehicle Co., Ltd., a Chinese company (“Baoya”), which is a producer and manufacturer of electric vehicles, and an over 60% interest in FAW Jilin Automobile Co., Ltd., a Chinese company (“FAW Jilin”), which manufactures and sells traditional fuel vehicles. The transactions contemplated by the BCA are referred to herein as the “Business Combination”.

This registration statement and the accompanying proxy/statement prospectus relate to an offering of ordinary shares of Pubco, par value $0.0001 per share (which we refer to as the Pubco Ordinary Shares), the holding company in the Business Combination, which is domiciled in the Cayman Islands. After consummation of the Business Combination, Pubco will directly own Chijet, which operates through its indirect subsidiaries, Baoya, and Baoya’s subsidiary, FAW Jilin. For more information, see “Information about Chijet — The Combined Company and Our Structure before and after the Business Combination”.

Pursuant to the Business Combination and BCA (a) Pubco will acquire all of the issued and outstanding capital shares of Chijet held by the Sellers in exchange for ordinary shares of Pubco, and any shares Chijet holds in Pubco shall be surrendered for no consideration, such that Chijet becomes a wholly-owned subsidiary of Pubco and the Sellers become shareholders of Pubco (the “Share Exchange”); and immediately thereafter (b) Merger Sub will merge with and into JWAC, with JWAC continuing as the surviving entity and wholly-owned subsidiary of Pubco.

The BCA provides that at the effective time of the Business Combination (the “Effective Time”):

According to the terms of our privately placed warrant to the representative of the underwriters in connection with our initial public offering (the “Representative Warrant”), the Representative Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares, comprising 414,000 Pubco Ordinary Shares. In addition, according to the terms of a privately placed warrant granted by Baoya to Greentree Financial Group Inc. (“Greentree”), a financial consultant of Baoya (“GT Warrant”), GT Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares, comprising 5,000,000 Pubco Ordinary Shares. For further explanation of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

In connection with the Earnout, the holders of JWAC Common Stock shall additionally receive a contingent value rights, or CVR, for each share of JWAC Common Stock exchanged as described above, to compensate the holders of JWAC Common Stock in the event the Earnout criteria is not met by the Sellers which would result in an adjustment to the consideration provided to Sellers, except that holders of privately placed JWAC Common Stock and Class B Common Stock (including the Sponsor, its transferees and I-Bankers Securities, Inc. (“I-Bankers”) which served as underwriter in our initial public offering) have waived their rights to receive a CVR relating to those privately placed shares.

It is anticipated that, immediately following completion of the Business Combination and if there are no redemptions by JWAC’s public stockholders and assuming all holders exercise their JWAC Rights and the Representative Warrant and GT Warrant are exercised, JWAC’s existing stockholders, including Jupiter Wellness Sponsor LLC (the “Sponsor”), will own approximately 10.8% of the outstanding Pubco Ordinary Shares (of which approximately 2.4% will be owned by the Sponsor and our officers and directors), I-Bankers and Greentree will collectively own approximately 3.3% of the outstanding Pubco Ordinary Shares, and the existing holders of Chijet’s ordinary shares, the Sellers, will own approximately 85.9% of the outstanding Pubco Ordinary Shares. If there are redemptions by JWAC’s public stockholders up to the maximum level that would permit completion of the Business Combination, and likewise assuming exercise of the JWAC Rights, Representative Warrant and GT Warrant, immediately following completion of the Business Combination, JWAC’s existing stockholders, including the Sponsor, will own approximately 4.5% of Pubco Ordinary Shares (of which approximately 2.5% will be owned by the Sponsor and our officers and directors), I-Bankers and Greentree will collectively own approximately 3.5% of the outstanding Pubco Ordinary Shares, and the Sellers will own approximately 92.0% of Pubco Ordinary Shares. These percentages include Pubco Ordinary Shares issuable in connection with (i) the Earnout, (ii) 300,000 shares of JWAC Common Stock issuable to JWAC’s officers and directors within 10 days following the closing of the Business Combination, which shall be exchanged for the equivalent number of Pubco Ordinary Shares, and (iii) the 200,000 shares of Pubco Ordinary Shares issuable to Greentree due to the conversion of Baoya’s accrued expenses of $1,000,000 pursuant to the financial consulting agreements with Greentree, following the consummation of the Business Combination, as described in the accompanying proxy statement/prospectus. These percentages are calculated based on a number of assumptions (as described in the accompanying proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Business Combination Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

At the special meeting, our stockholders will be asked to consider and vote upon the following proposals:

Each of the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal and the Incentive Plan Proposal is cross-conditioned on the approval of each other. Each of the Advisory Charter Amendments Proposals and the Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety. The consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition that JWAC has cash and cash equivalents (including funds remaining in the its Trust Account after completion and payment of the redemption, which is offered as described in the accompanying proxy statement/prospectus in connection with the Business Combination, and the proceeds of any private placement financing) of $10 million, which is net of JWAC’S unpaid expenses and liabilities, if any.

The JWAC Common Stock and JWAC Rights, are currently listed on the Nasdaq Capital Market under the symbols “JWAC” and “JWACR,” respectively. We intend to list the Pubco Ordinary Shares on the Nasdaq Capital Market under the symbol “CJET” upon the consummation of the Business Combination.

The Board of Directors of JWAC (the “Board”) has fixed the close of business on March 8, 2023 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the special meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/prospectus for a more complete statement of the proposals to be considered at the Special Meeting.

After careful consideration, the Board has unanimously approved and adopted the Business Combination Agreement and approved the Business Combination, has approved the other proposals described in this proxy statement/ prospectus, and has determined that it is advisable to consummate the Business Combination.

The JWAC board of directors recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the special meeting. We urge you to read the accompanying proxy statement/prospectus including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these proposals by the Board, you should keep in mind that JWAC’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a stockholder of JWAC. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to stockholders of JWAC rather than liquidating JWAC. In addition, you should carefully consider the matters discussed under “Risk Factors” beginning on page 80 of this proxy statement/prospectus. See also the section entitled “The Business Combination Proposal — Interests of JWAC’s Directors and Officers and Others in the Business Combination” for additional information.

Pursuant to our current certificate of incorporation, our public stockholders have redemption rights in connection with the Business Combination. Our public stockholders are not required to affirmatively vote for or against the Business Combination to redeem their shares of common stock. This means that public stockholders who hold shares of JWAC Common Stock on or before March 27, 2023 (two (2) business days before the special meeting) will be eligible to elect to have their shares of JWAC Common Stock redeemed for cash in connection with the special meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the special meeting. JWAC public stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption.

Pubco, with Chijet being its wholly-owned subsidiary post-Business Combination, is a holding company incorporated in the Cayman Islands with its headquarters in Sertus Chamber, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O . Box 2547, Grand Cayman, KY1-1104, Cayman Islands . Pubco conducts its operations through Chijet and its subsidiaries, and Pubco’s global headquarters are based in No. 8, Beijing South Road Economic & Technological Development Zone Yantai, Shandong, CN-37 264006 People’s Republic of China, or Mainland China. The securities registered herein are securities of Pubco, not those of its operating companies. Investments in Pubco’s securities are not purchases of equity securities of these operating subsidiaries in the Mainland China but instead are purchases of equity securities of a Cayman Islands holding company with no material operations of its own.

Because some of the operations of Pubco are conducted in Mainland China through its wholly-owned subsidiary Chijet and its subsidiaries, the Chinese government may exercise significant oversight and discretion over the conduct of Chijet’s business in Mainland China and may intervene in or influence its operations at any time, which could result in a material change in Chijet’s operations and/or the value of Pubco’s securities post-Business Combination. Please refer to the section entitled “Risk Factors — Risks Related to Doing Business in China” for a detailed discussion of the risks as a result of Chijet’s corporate structure.

Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted outside Mainland China and/or foreign investments in Mainland China-based issuers. While post-Business Combination, Pubco will be a company headquartered in Sertus Chambers，Governors Square，Suite # 5-204，23 Lime Tree Bay Avenue，P.O . Box 2547，Grand Cayman，KY1-1104，Cayman Islands, its subsidiary Chijet’s headquarters are in No. 8, Beijing South Road Economic & Technological Development Zone Yantai, Shandong, CN-37 264006 People’s Republic of China and a majority of its operations will be conducted in Mainland China, and any future action by the government of the People’s Republic of China, or PRC, expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or hinder Pubco’s ability to offer or continue to offer securities to investors post-Business Combination and could cause the value of such securities to significantly decline.

Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed outside Mainland China using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. In particular, on February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which will come into effect on March 31, 2023. The Trial Measures will apply to overseas securities offerings and/or listings conducted by (i) companies incorporated in the PRC, or PRC domestic companies, directly and (ii) companies incorporated overseas with operations primarily in the PRC and valued on the basis of interests in PRC domestic companies, or indirect offerings. The Trial Measures requires (1) the filings of the overseas offering and listing plan by the PRC domestic companies with the CSRC under certain conditions, and (2) the filing of their underwriters with the CSRC under certain conditions and the submission of an annual report to the CSRC within the required timeline. As advised by Chijet’s Mainland China counsel, Jincheng Tongda & Neal Law Firm (“JT&N”), as Chijet, Inc.’s PRC subsidiaries accounted for more than 50% of its consolidated revenues, profit, total assets or net assets for the fiscal years ended December 31, 2022 and 2021, and the key components of its operations are carried out in the PRC, this offering will be considered an indirect offering and Chijet will be subject to the filing requirements for this offering under the Trial Measures if it fails to obtain approval from the U.S. regulatory authorities or stock exchanges prior to the effectiveness of the Trial Measures, or if it obtains the approval from the U.S. regulatory authorities or stock exchanges before the effective time of the Trial Measures but fails to complete this offering within the 6-month transition period. As of the date of this prospectus, except for the Trial Measures, no other relevant laws or regulations in the PRC explicitly require Chijet to seek approval from the CSRC, Cyberspace Administration of China (“CAC”) or any other PRC governmental authorities for its overseas listing plan, as it does not have a variable interest entity structure and as of the date hereof, its business does not involve any type of restricted industry, nor has any of Chijet’s subsidiaries received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC, CAC or any other PRC governmental authorities. Because these statements and regulatory actions are new, however, it is highly uncertain how soon legislative or administrative regulation making bodies in Mainland China will respond to them, or what existing or new laws or regulations will be modified or promulgated, if any, or the potential impact such modified or new laws and regulations will have on the daily business operations of the Chinese subsidiaries of Chijet or their ability of to accept foreign investments, and value of Pubco’s securities post-Business Combination.

Pubco and its PRC subsidiaries are also subject to various restrictions on intercompany fund transfers and foreign exchange control under current PRC laws and regulations and could be subject to additional, more onerous restrictions under new PRC laws and regulations that may come into effect in the future. For example, Pubco’s PRC subsidiaries may pay dividends only out of their accumulated after-tax profits upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with PRC accounting standards and regulations; each of the PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital; the PRC subsidiaries are required to complete certain procedural requirements related to foreign exchange control in order to make dividend payments in foreign currencies; a withholding tax, at the rate of 10% or lower, is payable by the PRC subsidiaries upon dividend remittance; approval from or registration with competent PRC government authorities is required where Renminbi is to be converted into foreign currency and remitted out of Mainland China to pay capital expenses, such as the repayment of loans denominated in foreign currencies. As of the date hereof, neither Chijet nor any of its subsidiaries have made any dividends or distributions to their parent companies or any investor, and there has been no transfer of cash among Chijet and its subsidiaries. Pubco currently does not have a specific timetable on when to settle the amounts owed within the group and plans to distribute cash dividends after it becomes profitable. See page 62 of Chijet’s audited historical consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information on the amount of cash balances held as of December 31, 2020 and 2021 and June 30, 2022, respectively. Any determination to pay dividends in the future post-Business Combination will be at the discretion of Pubco’s board of directors.

For Pubco’s operations in Mainland China post-Business Combination, if Pubco intends to distribute dividends from its subsidiaries in Mainland China in the future, such subsidiaries will transfer the dividends to Baoyaev Group Limited, Pubco’s Hong Kong-incorporated subsidiary which controls all of its operating subsidiaries in Mainland China in accordance with the laws and regulations of Mainland China, and then the Hong Kong-incorporated subsidiary will transfer the dividends all the way up to Pubco, and the dividends will be distributed from Pubco to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. The cross-border transfer of funds by the subsidiaries in Mainland China under the direct holding structure must be legal and compliant with relevant laws and regulations of China. In utilizing the proceeds from this Business Combination, as an offshore holding company, Pubco is permitted under laws and regulations in Mainland China to provide funding to its subsidiaries in Mainland China only through loans or capital contributions and to its affiliated entities only through loans, subject to applicable government reporting, registration and approvals. However, loans by Pubco to its subsidiaries in Mainland China to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of the State Administration of Foreign Exchange of China, or SAFE, and capital contributions to its subsidiaries in Mainland China are subject to the requirement of making necessary registration with competent governmental authorities in Mainland China. See “Risk Factors —Risks Related to Doing Business in China—PRC regulation on loans to, and direct investment in, our PRC subsidiary by offshore holding companies and governmental control in currency conversion may delay or prevent us from using the proceeds of the Business Combination to make loans to or make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” However, as long as Pubco is compliant with the procedures for approvals from appropriate government authorities and banks in Mainland China, Chijet’s Mainland China counsel, JT&N, has advised that, as of the date hereof, except the restrictions disclosed above, Pubco can transfer funds out of Mainland China. Pubco currently does not have any cash management policy that dictate the transfer of cash between its subsidiaries post-Business Combination.

Pubco is a “controlled company” under the Nasdaq Stock Market LLC listing rules (the “Listing Rules of Nasdaq”), and may be exempt from certain corporate governance requirements other than those exemptions available to foreign private issuers discussed herein. See “Risk Factors — Pubco will be a ‘controlled company’ within the meaning of the Listing Rules of Nasdaq and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies” and “Risk Factors — As a ‘foreign private issuer’ under the rules and regulations of the SEC, Pubco is permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.”

Pubco is, and will be after the consummation of the Business Combination, considered a “foreign private issuer” under the Exchange Act and therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, Pubco is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. Pubco is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Pubco’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Pubco’s securities. Accordingly, after the Business Combination, if you continue to hold Pubco’s securities, you may receive less or different information about Pubco than you currently receive about JWAC.

In addition, as a “foreign private issuer”, Pubco is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its Annual Reports filed with the SEC each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice. Pubco currently intends to follow some, but not all, of the corporate governance requirements of Nasdaq. With respect to the corporate governance requirements of Pubco that it does follow, Pubco cannot give assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow Pubco to follow its home country practice. Unlike the requirements of Nasdaq, Pubco is not required, under the corporate governance practice and requirements in the Cayman Islands, to have its board consist of a majority of independent directors, nor is Pubco required to have a compensation committee, a nominating or a corporate governance committee consisting entirely of independent directors, or to have regularly scheduled executive sessions with only independent directors each year. Such Cayman Islands home country practices may afford less protection to holders of Ordinary Shares. For additional information regarding the home country practices Pubco intends to follow in lieu of Nasdaq requirements, see the section of this proxy statement/prospectus entitled “Management of Pubco Following the Business Combination — Corporate Governance Practices and Foreign Private Issuer Status.”

Pubco would no longer be eligible for status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Pubco’s outstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Pubco’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Pubco’s assets are located in the United States; or (iii) Pubco’s business is administered principally in the United States. If Pubco loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Pubco would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Pubco’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

Lastly, the Holding Foreign Companies Accountable Act (“HFCAA”) would subject Pubco to a number of prohibitions, restrictions and potential delisting if either it or its auditor were designated as an “HFCCA Issuer” or an auditor listed on an HFCAA Determination List, respectively, each as described further herein. An HFCAA Issuer is required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified. If a registrant is identified as a HFCAA Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022. If identified as an HFCAA Issuer, Pubco would be prevented from using an auditor that the Public Company Accounting Oversight Board of the U.S., or PCAOB, determines it could not inspect or fully investigate and would (i) prohibit the trading of securities of a company and (ii) require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years. The HFCAA also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those that are based in or have a majority or significant amount of their operations in the PRC. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. As of the date hereof, the auditor of Chijet, UHY LLP, is not among the auditor firms listed on the HFCAA Determination List, which identifies all of the auditor firms that the PCAOB is not able to inspect. See “Chijet’s Management’s Discussion and Analysis of Financial Position and Results of Operations – Holding Company Structure” for more information on the holding company structure and these designations.

On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission, or CSRC, and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in Mainland China and Hong Kong. The agreement includes detailed and specific commitments from the CSRC that would allow PCAOB inspections and investigations meeting U.S. standards, such as (i) independent discretion by the PCAOB to select any issuer audits for inspection or investigation in accordance with the Sarbanes-Oxley Act; (ii) direct access by the PCAOB to interview or take testimony from all personnel of the audit firms whose issuer engagements are being inspected or investigated; (iii) unfettered ability by the PCAOB to transfer information to the SEC in accordance with the Sarbanes-Oxley Act; and (iv) procedures for PCAOB inspectors to see complete audit work papers without any redactions. Implementation of the aforementioned framework is subject to uncertainties and will affect the PCAOB’s actual ability to inspect and investigate completely audit firms in Mainland China and Hong Kong.

We are providing this proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting.

Your vote is very important. If you are a JWAC stockholder, whether or not you plan to attend the special meeting, please take the time to vote as soon as possible. On behalf of JWAC’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Very truly yours,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated _____, 2023 and will first be mailed to the stockholders of JWAC on or about _____, 2023 .

JUPITER WELLNESS ACQUISITION CORP.

1061 E. Indiantown Road, Suite 110

Jupiter, FL 33477

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF JUPITER WELLNESS ACQUISITION CORP.

TO BE HELD ON MARCH 29, 2023

TO THE STOCKHOLDERS OF JUPITER WELLNESS ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Jupiter Wellness Acquisition Corp. (“JWAC,” “we,” “us” or “our”) will be held virtually at 10:00 a.m., Eastern time, on March 29, 2023. The Special Meeting can be accessed via live webcast by visiting                  , where you will be able to listen to the meeting live and vote during the meeting.

At the Special Meeting, you will be asked to consider and vote upon the following proposals (the “Proposals”):

Pursuant to the Business Combination and BCA (a) Pubco will acquire all of the issued and outstanding capital shares of Chijet held by the Sellers in exchange for ordinary shares of Pubco, and any shares Chijet holds in Pubco shall be surrendered for no consideration, such that Chijet becomes a wholly-owned subsidiary of Pubco and the Sellers become shareholders of Pubco (the “Share Exchange”); and immediately thereafter (b) Merger Sub will merge with and into JWAC, with JWAC continuing as the surviving entity and wholly-owned subsidiary of Pubco.

The BCA provides that at the effective time of the Business Combination (the “Effective Time”):

According to the terms of our privately placed warrant (the “Representative Warrant”) to I-Bankers Securities, Inc. (“I-Bankers”), the representative of the underwriters in connection with our initial public offering which was consummated on December 9, 2021 (the “IPO”), the Representative Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares. In addition, according to the terms of a privately placed warrant granted by Shandong Baoya New Energy Vehicle Co., Ltd., (“Baoya”) to Greentree Financial Group Inc. (“Greentree”), a financial consultant of Baoya (the “GT Warrant”), the GT Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares, comprising 5,000,000 Pubco Ordinary Shares.

In connection with the Earnout, the holders of JWAC Common Stock shall receive a contingent value rights, or CVR, for each share of JWAC Common Stock exchanged as described above, to compensate the holders of JWAC Common Stock in the event the Earnout criteria is not met by the Sellers which would result in an adjustment to the consideration provided to Sellers, except that holders of privately placed JWAC Common Stock and Class B Common Stock (including the Sponsor, its transferees and I-Bankers Securities, Inc. which served as underwriter in our initial public offering) have waived their rights to receive a CVR relating to those privately placed shares.

For further explanation of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal, and the Incentive Plan Proposal are approved at the Special Meeting. Each of these Proposals are cross-conditioned on each other. The Advisory Charter Amendments Proposals and the Adjournment Proposal are each not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. The consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition that JWAC has cash and cash equivalents (including funds remaining in the its Trust Account after completion and payment of the redemption, which is offered as described in the accompanying proxy statement/prospectus in connection with the Business Combination, and the proceeds of any private placement financing) of $10 million, which is net of JWAC’S unpaid expenses and liabilities, if any.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of JWAC Common Stock and JWAC’s Class B Common Stock at the close of business on March 8, 2023 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of JWAC stockholders of record entitled to vote at the Special Meeting will be available for ten (10) days before the Special Meeting at the principal executive offices of JWAC for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

After careful consideration, the Board has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our stockholders vote “FOR” all of the proposals presented to our stockholders at the Special Meeting. When you consider the Board recommendation of these proposals, you should keep in mind that directors and officers of JWAC have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of JWAC’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus.

Pursuant to JWAC’s current certificate of incorporation, its public stockholders may demand that JWAC redeem, upon the Closing of the Business Combination, shares of our JWAC Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of JWAC’s IPO. As of September 30, 2022, based on funds in the Trust Account of $140.0 million on such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of JWAC Common Stock was approximately $10.157 per share. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of JWAC Common Stock for cash. This means that public stockholders who hold shares of our JWAC Common Stock on or before March 27 , 2023 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of JWAC Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of JWAC Common Stock for cash, our public stockholders can demand that JWAC convert their public shares into cash and tender their shares to JWAC’s transfer agent. JWAC stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption. Holders of JWAC Rights and the Representative Warrant do not have redemption rights with respect to such securities in connection with the Business Combination.

Our sponsor, Jupiter Wellness Sponsor LLC, a Delaware limited liability company (our “Sponsor”), and holders of our Class B Common Stock issued prior to our IPO, their permitted transferees, and our officers and directors (collectively, the “JWAC Initial Stockholders”), and I-Bankers, the representative of the underwriters in our IPO, have agreed to waive their redemption rights with respect to any shares of JWAC Common Stock held by them in connection with the consummation of the Business Combination (which waiver was provided in connection with JWAC’s IPO and without any separate consideration paid in connection with providing such waiver), and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor and JWAC Initial Stockholders beneficially own 21.7%, JWAC’s public stockholders beneficially own 76.0 % and I-Bankers beneficially owns 2.3%, of the issued and outstanding shares of JWAC Common Stock giving effect to conversion from Class B Common Stock immediately prior to the effective time of the Business Combination. The JWAC Initial Stockholders and I-Bankers have agreed to vote any shares of JWAC Common Stock owned by them in favor of the Business Combination.

You are urged to carefully read and consider the “Risk Factors” beginning on page 80 of this proxy statement/prospectus and the other information contained in this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the Special Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that votes relating to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at (561) 244-7100.

          , 2023

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Pubco, constitutes a prospectus of Pubco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to (1) the Pubco Ordinary Shares to be issued to the JWAC stockholders, (2) the Pubco Ordinary Shares to be issued to the Sellers, and (3) the Pubco Ordinary Shares to be issued in exchange for JWAC Common Stock issued pursuant to JWAC Rights, in each case, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the special meeting of JWAC stockholders at which JWAC stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/ prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to JWAC stockholders nor the issuance by Pubco of its common stock in connection with the Business Combination will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, please contact JWAC’s proxy solicitor listed below. You will not be charged for any of these documents that you request.

Advantage Proxy, Inc., 24925 13th Place South, Des Moines, WA 98198; (877) 870-8565 (toll free) or (206) 870-8565 (collect); or by email at ksmith@advantageproxy.com.

In order for you to receive timely delivery of the documents in advance of the special meeting to be held on March 29, 2023, you must request the information by                         , 2023.

For a more detailed description of the information incorporated by reference in this proxy statement/ prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 306 of this proxy statement/prospectus.

TRADEMARKS

JWAC and Chijet own or have rights to trademarks that they use in connection with the operation of their respective businesses and that are used in this proxy statement/prospectus. This proxy statement/ prospectus also includes other trademarks, trade names and service marks that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry data and forecasts that JWAC and Chijet obtained or derived from internal company analyses, independent third party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses, information, assumptions or judgments, as well as the independent sources referred to above. Statements as to industry position are based on market data currently available. Any estimates underlying such market-derived information and other factors could cause actual results to differ from those expressed in the independent parties’ estimates and in our estimates, and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “JWAC” refer to Jupiter Wellness Acquisition Corp., the term the “Company” refers to Chijet, and the terms the “Combined Company” and “Combined Entity” refer to Pubco immediately after the consummation of the Business Combination, which provides for each of JWAC and Chijet as Pubco’s wholly-owned subsidiaries.

In this document:

“AlixPartners” means AlixPartners, LLC, which was engaged to perform certain due diligence on Chijet.

“Board,” unless otherwise defined, means the board of directors of JWAC.

“Business Combination” means the transactions contemplated by the Business Combination Agreement whereby, among other things, (a) Pubco will acquire all of the issued and outstanding capital shares of Chijet held by the Sellers in exchange for Pubco Ordinary Shares, and any shares Chijet holds in Pubco shall be surrendered for no consideration, such that Chijet becomes a wholly-owned subsidiary of Pubco and the Sellers become shareholders of Pubco (referred to as the Share Exchange); and immediately thereafter (b) Merger Sub will merge with and into JWAC, with JWAC continuing as the surviving entity and wholly-owned subsidiary of Pubco.

Business Combination Agreement” or “BCA” means the Business Combination Agreement, dated as of October 25, 2022, by and among (i) JWAC, (ii) Pubco, (iii) Merger Sub, (iv) Chijet, (v) the Sellers and (vi) the Seller Representative.

“Chijet” means Chijet Inc., a Cayman Islands exempted company.

“Chijet Motor Company, Inc.” is the name of the Combined Entity, after the proposed filing of the Proposed Charter with the Delaware Secretary of State following the Business Combination.

“Chijet Holders” means, collectively, the holders of Chijet Ordinary Shares.

“Chijet Ordinary Shares” means the ordinary shares of Chijet.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date and time of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Entity” or “Combined Company” means Pubco after the consummation of the Business Combination in which it becomes the parent company of its direct, wholly-owned subsidiaries, JWAC and Chijet, and means, collectively, Pubco, and its direct, wholly-owned subsidiaries, JWAC and Chijet.

“Condition Precedent Proposals” mean the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal and the Incentive Plan Proposal.

“DGCL” means the Delaware General Corporation Law.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“founder shares” or “Class B Common Stock” means an aggregate of 3,450,000 shares of Class B Common Stock held by JWAC Initial Stockholders and their permitted transferees. The founder shares are convertible into shares of JWAC Class A Common Stock on a one-for-one basis, subject to adjustment as provided in the terms thereof and agreements with Chijet and Pubco, and are automatically so converted immediately prior to the Effective Time, pursuant to the terms of these securities.

“GT Warrant” means the warrant issued on February 15, 2022 to Greentree by Baoya for services rendered, to purchase 5,000,000 shares of Baoya’s Common Stock, exercisable at $2.00 per share for five years. GT Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares pursuant to the GT Warrant Agreement.

“GT Warrant Agreement” means that certain warrant agreement by and among Greentree and Baoya and dated February 15, 2022.

“I-Bankers” means I-Bankers Securities, Inc., the representative of the underwriters in the JWAC IPO.

“JWAC” means Jupiter Wellness Acquisition Corp., a Delaware corporation.

“JWAC Certificate of Incorporation” means JWAC’s amended and restated certificate of incorporation, as may be amended from time to time.

“JWAC Class B Common Stock” or “Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of JWAC.

“JWAC Common Stock” or “Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of JWAC.

“JWAC Initial Stockholders” means our Sponsor who purchased our founder shares (consisting of our Class B Common Stock issued prior to our IPO), holders of our Class B Common Stock issued prior to our IPO and their permitted transferees.

“JWAC IPO” or “our IPO” means JWAC’s initial public offering.

“JWAC Preferred Stock” means the shares of preferred stock, par value $0.0001 per share, of JWAC.

“JWAC Rights” means, collectively, the rights, each of which is exchangeable into one-eighth of one share of JWAC Common Stock, which were sold as part of the JWAC Units to the public shareholders.

“JWAC Units” means a unit consisting of one share of JWAC Common Stock and one JWAC Right. On January 7, 2022, the JWAC Units were no longer traded on Nasdaq, and shares of JWAC Common Stock and JWAC Rights underlying the JWAC Units commenced trading separately.

“Merger Sub” means Chijet Motor (USA) Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco.

“Minimum Cash Condition” means the condition in the Business Combination Agreement requiring that JWAC have, upon the Closing, cash and cash equivalents (including funds remaining in the Trust Account after completion and payment of the Redemption and the proceeds of any private placement financing), net of JWAC’s unpaid expenses or liabilities, at least equal to $10,000,000.

“private placement units” or “placement units” means the 629,000 units issued to Sponsor and I-Bankers, at a purchase price of $10.00 per unit, simultaneously with the closing of the IPO in a private placement transaction consisting of:

(a) 493,000 private placement units issued to our Sponsor and JWAC Initial Stockholders comprised of (i) 493,000 shares of Class A Common Stock issued to our Sponsor and the JWAC Initial Stockholders as “private placement shares” as defined below, and (ii) a right for each such unit, which are each exercisable into 1/8 of one shares of JWAC Class A Common Stock and in aggregate up to 61,625 shares of JWAC Class A Common Stock (“private placement rights”), and

(b) 136,000 private placement units issued to I-Bankers comprised of (i) 136,000 shares of Class A Common Stock which we refer to as “representative shares” and (ii) a private placement right for each unit received by I-Bankers, and which we refer to as “representative rights” in aggregate being exercisable up to 17,000 shares of JWAC Class A Common Stock (“Private Placement Rights Shares of Representative”).

“private placement shares” or “placement shares” means an aggregate of 493,000 Class A Common Stock issue to Sponsor and JWAC Initial Stockholders in connection with our IPO as a component part of our private placement units. Unless the context otherwise requires, the definition of “private placement shares” or “placement shares” does not include the representative shares issued to I-Bankers, defined below as “representative shares”.

“private placement rights” or “placement rights” means the right exercisable into 1/8 of one share of JWAC Class A Common Stock included in each of the private placement units, for those issued to our Sponsor and the JWAC Initial Stockholders as part of the private placement units in the Private Placement, and exercisable into up to of 61,625 shares of JWAC Class A Common Stock.

“Private Placement” means the private placement consummated simultaneously with the JWAC IPO in which JWAC issued the private placement units to the Sponsor and I-Bankers.

“Private Placement Rights Shares of Representative” means up to 17,000 shares of JWAC Class A Common Stock issuable upon exercise of the representative rights.

“Proposals” means the Business Combination Proposal, the Charter Amendments Proposal, the Advisory Charter Amendments Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

“Proposed Charter” means the Amended and Restated Memorandum and Articles of Association of Pubco, a copy of which is attached to this proxy statement/prospectus as Annex B.

“Pubco” means Chijet Motor Company, Inc., a Cayman Islands exempted company, and newly formed corporation in connection with the Business Combination, and upon consummation of the Business Combination each of JWAC and Chijet will be direct, wholly-owned subsidiaries of Pubco.

“Pubco Ordinary Shares” means ordinary shares, par value $0.0001 per share, of Pubco.

“Pubco Preferred Shares” means preferred shares, par value $0.0001 per share, of Pubco.

“public rights” means the JWAC Rights.

“public shares” means JWAC Common Stock underlying the JWAC Units sold in the JWAC IPO.

“public stockholders” means holders of public shares.

“publicly traded units” means JWAC Units issued in the JWAC IPO.

“Purchaser Parties” means, collectively, JWAC, Pubco and the Merger Sub.

“redemption” or “Redemption” means the right of the holders of JWAC Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Representative” means to I-Bankers Securities, Inc. as the representative of the several underwriters of JWAC in connection with the IPO.

“representative shares” means the shares we issued to I-Bankers in connection with our IPO as representative of the underwriters consisting of 276,000 shares of JWAC’s Class A Common Stock following the exercise of the Representative’s overallotment option.

“representative rights” means the right exercisable into 1/8 of one share of JWAC Class A Common Stock included in each of the private placement units, for those issued to our Sponsor and the JWAC Initial Stockholders as part of the private placement units, and exercisable into up to of 17,000 shares of JWAC Class A Common Stock.

“representative warrants” or “Representative Warrant” means the warrants we issued to I-Bankers as Representative in connection with the IPO as representative of the underwriters, consisting in aggregate of Representative Warrants to purchase 414,000 shares of JWAC Class A Common Stock, exercisable at $12.00 per share for five years after the first anniversary of the effective date of this Registration Statement. They are exercisable on a cash-less basis at the option of their holder or holders. The representative warrants are exercisable upon the Closing and terminate on December 9, 2026.

“rights agent” means American Stock Transfer & Trust Company, the rights agent designed under the Rights Agreement.

“Rights Agreement” means the Rights Agreement between JWAC and the rights agent, dated December 6, 2021.

“Rights Holder” means a holder of JWAC Rights.

“Sellers” means the Chijet Holders, which are described as Sellers in the Business Combination Agreement.

“Share Exchange” means the transactions contemplated by the Business Combination Agreement whereby Pubco will acquire all of the issued and outstanding capital shares of Chijet held by the Sellers in exchange for Pubco Ordinary Shares, and any shares Chijet holds in Pubco shall be surrendered for no consideration, such that Chijet becomes a wholly-owned subsidiary of Pubco and the Sellers become shareholders of Pubco.

“Special Meeting” means the special meeting of the stockholders of JWAC, to be virtually held at 10:00 a.m. Eastern Time, on March 29, 2023.

“Sponsor” means Jupiter Wellness Sponsor LLC, a Delaware limited liability company.

“Stanton Park Opinion” means the formal written opinion of Stanton Park Capital LLC delivered to the Board on October 24, 2022 in respect of a valuation and opinion relating to the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex D.

“Trust Account” means the trust account of JWAC, which holds the net proceeds of the JWAC IPO and the sale of the placement units, together with interest earned thereon, less amounts released to remit tax payable obligations and up to $50,000 of any remaining interest for dissolution expenses.

“Working Capital Loans” means if our Sponsor or its affiliates, or any of our officers or directors, makes any working capital loans, up to $1,500,000 of such loans may be converted into private placement units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 shares of JWAC Class A Common Stock, and also up to 18,750 shares of Class A Common Stock upon exercise of private placement rights which are part of the private placement units, at the option of the lender). Such units would be identical to the private placement units.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. This includes, without limitation, statements regarding the financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements may include statements, among other things, relating to:

These forward-looking statements are based on information available as of the date of this proxy statement/ prospectus, and expectations, forecasts and assumptions as of that date, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, you should not place undue reliance on forward-looking statements in deciding how to grant your proxy, instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by our forward-looking statements. Some factors that could cause actual results to differ include, among others:

RISK FACTOR SUMMARY

Chijet’s business and its ability to execute its strategy, the proposed Business Combination, and any investment in the securities of Pubco after the Business Combination are subject to risks and uncertainties, many of which are beyond Pubco’s or Chijet’s control and will be beyond the control of the Combined Company. You should carefully consider and evaluate all of the risks and uncertainties with respect to any investment in the securities of the Combined Company, including, but not limited to, the following and those discussed under “Risk Factors.” References below to Chijet shall be deemed to also refer to Pubco and the post-Business Combination company, as the context requires or as appropriate, and page numbers cross-referenced below refer to a more detailed discussion of the referenced risk contained elsewhere in this proxy statement/prospectus.

Risks Relating to Chijet

Risks Related to Doing Business in China

Risks Relating to JWAC, Pubco and the Business Combination

QUESTIONS AND ANSWERS

FOR STOCKHOLDERS OF JWAC

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of JWAC stockholders. The following questions and answers do not include all the information that is important to stockholders of JWAC. We urge the stockholders of JWAC to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at JWAC’s Special Meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.

YOUR VOTE IS IMPORTANT. YOU ARE URGED TO SUBMIT YOUR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.

In connection with the Earnout, the holders of JWAC Common Stock shall also receive at the Closing a contingent value rights, or CVR, for each share of JWAC Common Stock exchanged in the Business Combination, to compensate the holders of JWAC Common Stock in the event the Earnout criteria is not met by the Sellers which would result in an adjustment to the consideration provided to Sellers, except that holders of privately placed JWAC Common Stock and Class B Common Stock (including the Sponsor, its transferees and I-Bankers Securities, Inc. which served as underwriter in our initial public offering) have waived their rights to receive a CVR relating to those privately placed shares.

For an explanation and estimate of the consideration to Chijet Holders in the Business Combination, see the section entitled “—The Business Combination Proposal – Transaction Consideration.”

In connection with the Business Combination, the registered holder of each of the JWAC Rights will be issued the number of full shares of JWAC Common Stock to which such holder or JWAC Rights is eligible. The amount of JWAC Rights held by each Rights Holder will be rounded up to the nearest whole share of JWAC Common Stock and likewise exchanged for Pubco Ordinary Shares.

This registration statement and the accompanying proxy/statement prospectus relate to an offering of the Pubco Ordinary Shares, of Pubco, which is the holding company in the Business Combination, and which is domiciled in the Cayman Islands. After consummation of the Business Combination, Pubco will directly own Chijet, which operates through its indirect subsidiaries, Baoya, and Baoya’s subsidiary, FAW Jilin. For more information, see “Information about Chijet — The Combined Company and Our Structure before and after the Business Combination”.

In contrast, approval of the Advisory Charter Amendments Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal each requires the affirmative vote of the holders of a majority of the shares of JWAC Common Stock cast by the stockholders represented, in person (including by virtual attendance) or by proxy, and entitled to vote thereon, at the Special Meeting. Accordingly, a JWAC stockholder’s failure to vote by proxy or to vote in person (including by virtual attendance) at the Special Meeting will not be counted towards the number of shares of JWAC Common Stock required to validly establish a quorum and, if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on these other Proposals.

If the Business Combination Proposal is not approved, the other Condition Precedent Proposals will not be submitted to a vote. The approval of the Condition Precedent Proposals are preconditions to the consummation of the Business Combination.

The JWAC Initial Stockholders, including our Sponsor and our directors and officers, and I-Bankers have agreed to vote all of their founder shares and all of their shares of JWAC Common Stock (including, but not limited to, shares of JWAC Common Stock underlying the private placement units, representative shares, and JWAC Class B Common Stock) in favor of the Business Combination Proposal. As a result, in addition to our Initial Stockholders’ founder shares and private placement shares, we may need as few as 4,722,501 or approximately 34.22% of our 13,800,000 public shares, to be voted in favor of the Business Combination Proposal and the Charter Amendments Proposal, and as few as 183,751, or approximately 1.33% of the 13,800,000 of our public shares to be vote at the Special Meeting in favor of the other Proposals, in order to have our Business Combination approved.

Specifically, the letter agreement among JWAC and our officers and directors and the Sponsor, provides therein that: the Sponsor and each Insider (as defined in such letter agreement) agrees that if JWAC seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock (as defined in such letter agreement) owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If JWAC engages in a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider agrees that it, he or she will not seek to sell or tender any shares of Capital Stock owned by it, him or her to JWAC in connection with such tender offer.

The Business Combination Agreement provides that the obligations of Chijet to consummate the Merger are conditioned on, among other things, the satisfaction of the Minimum Cash Condition. If such condition is not met, and such condition is not waived under the terms of the Business Combination Agreement, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated. There can be no assurance that Chijet would waive the Minimum Cash Condition. In addition, pursuant to JWAC’s existing organizational documents in no event will we redeem public shares in an amount that would cause JWAC’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by the persons described above have been entered into with any such investor or holder. In the event of any such newly purchases shares (i) the Sponsor or its affiliates will purchase the JWAC public shares at a price no higher than the price offered through the redemption process; (ii) any such purchases by Sponsor or its affiliates will not be voted in favor of approving the Business Combination; and (iii) the Sponsor and its affiliates have waived their redemption rights to such shares. Prior to the special meeting to approve the Business Combination, JWAC will disclose in a Form 8-K (i) the amount of public shares purchased outside of the redemption offer by the Sponsor or its affiliates, along with the purchase price; (ii) the purpose of the purchases by the Sponsor or its affiliates; (iii) the impact, if any, of the purchases by the Sponsor or its affiliates on the likelihood that the Business Combination transaction will be approved; (iv) the identities of stockholders who sold to the Sponsor or its affiliates (if not purchased on the open market) or the nature of stockholders (e.g., 5% security holders) who sold to the Sponsor or its affiliates; and (v) the number of public shares for which JWAC has received redemption requests pursuant to its redemption offer.

Unlike our Sponsor’s and JWAC Initial Stockholders’ holdings currently, such newly purchased shares (if any) by those purchasers would not be subject to a lock-up period under the terms of our Sponsor Support Agreement. However, these newly purchased shares would be subject to limitations on resale under Rule 144 of the Securities Act as “control securities”, to the extent those shares were acquired by an affiliate of JWAC, unless they are registered on a subsequent registration statement filed under the Securities Act. Limitations on resale would require those affiliated purchasers of such newly purchased shares to hold them for at least one year (from the date Pubco files certain information on Form 8-K following the Closing in accordance with rules applicable to special purpose acquisition companies), assuming they are not registered on a registration statement following the Closing and Pubco has fully complied with its reporting requirements and other requirements under Rule 144. When eligible to be sold, such securities if not registered under such a registration statement would be limited by applicable requirements of Rule 144, including limitations in their manner of sale and to the volume of sales eligible under Rule 144.

Entering into any such incentive arrangements may have an effect lowering the price of JWAC Common Stock or possibly reducing the public float of Chijet Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting. In addition, if such purchases are made, the public float of JWAC Common Stock and the number of its beneficial holders may be reduced, possibly making it difficult to maintain the quotation, listing or trading of Chijet Ordinary Shares on a national securities exchange.

It is anticipated that, immediately following completion of the Business Combination and if there are no redemptions by JWAC’s public stockholders and assuming all holders exercise their JWAC Rights and the Representative Warrant and GT Warrant are exercised, JWAC’s existing stockholders, including Jupiter Wellness Sponsor LLC (the “Sponsor”), will own approximately 10.8% of the outstanding Pubco Ordinary Shares (of which approximately 2.4% will be owned by the Sponsor and our officers and directors), I-Bankers and Greentree will collectively own approximately 3.3% of the outstanding Pubco Ordinary Shares, and the existing holders of Chijet’s ordinary shares, the Sellers, will own approximately 85.9% of the outstanding Pubco Ordinary Shares. If there are redemptions by JWAC’s public stockholders up to the maximum level that would permit completion of the Business Combination, and likewise assuming exercise of the JWAC Rights, Representative Warrant and GT Warrant, immediately following completion of the Business Combination, JWAC’s existing stockholders, including the Sponsor, will own approximately 4.5% of Pubco Ordinary Shares (of which approximately 2.5% will be owned by the Sponsor and our officers and directors), I-Bankers and Greentree will collectively own approximately 3.5% of the outstanding Pubco Ordinary Shares, and the Sellers will own approximately 92.0% of Pubco Ordinary Shares. These percentages include Pubco Ordinary Shares issuable in connection with (i) the Earnout, (ii) 300,000 shares of JWAC Common Stock issuable to JWAC’s officers and directors within 10 days following the closing of the Business Combination, which shall be exchanged for the equivalent number of Pubco Ordinary Shares, and (iii) the 200,000 shares of Pubco Ordinary Shares issuable to Greentree due to the conversion of Baoya’s accrued expenses of $1,000,000 pursuant to the financial consulting agreements with Greentree, following the consummation of the Business Combination, as described in the accompanying proxy statement/prospectus. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Business Combination Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership in Pubco will be different. See “Summary of the Proxy Statement/Prospectus – Impact of the Business Combination on JWAC’s Public Float” and “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for further information.

The following table illustrates varying ownership levels of the issued and outstanding capital stock of Pubco, assuming varying levels of redemptions by JWAC’s public stockholders:

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.

In addition, the following table illustrates varying ownership levels in Pubco Ordinary Shares immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders, on a fully diluted basis, showing full exercise and conversion of all securities expected to be outstanding as of the Closing of the Business Combination, including (i) Representative Warrant, (ii) GT Warrant, and (iii) any outstanding securities of Pubco and Chijet:

The ownership percentage set forth above with respect to Pubco includes the shares issuable to the Chijet Holders, and assumes Rights Holders have exercised all of their JWAC Rights, assumes exercise of the Representative Warrant and the GT Warrant, and the Earnout Shares which would otherwise adjust downwards the consideration they receive by up to Six Hundred Seventy Four Million ($674,000,000) based on post-Closing financial performance and stock price metrics of Pubco based on the Earnout described elsewhere in this proxy statement/prospectus, and all upon the terms and subject to the conditions set forth in the BCA, but does not take into account (i) any shares reserved for issuance under the Incentive Plan, or (ii) the issuance of any shares relating to any additional private placement units that are issued or issuable to our Sponsor pursuant to the conversion of the Sponsor’s up to $1.5 million working capital loans that were made to JWAC.

The following table presents share information based on the various redemption scenarios, including no redemptions, 33.3%, 50%, 66.6% and maximum redemption scenarios.

All of the relative percentages above are for illustrative purposes only. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Business Combination Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Transaction Consideration.” Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. Pursuant to JWAC’s underwriting agreement with I-Bankers, I-Bankers is entitled to $4,830,000 in deferred underwriting commissions, including for services performed by I-Bankers after the JWAC IPO, which are contingent upon completion of the business combination..

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.

The following table shows the dilutive effect and the effect on the per share value of Pubco Ordinary Shares held by non-redeeming holders of JWAC Common Stock under a range of redemption scenarios and Representative Warrant exercise scenarios:

For further details, see “Business Combination Proposal—Transaction Consideration.”

* Assuming a trading price of $10.00 share.

The level of redemptions will also impact the effective deferred underwriting fee per share of our public shares incurred in connection with the IPO and payable upon the completion of the Business Combination. JWAC incurred $4,830,000 in deferred underwriting fees. Assuming exercise of the Rights, in a no redemption scenario, the effective deferred underwriting fee would be approximately $0.35 per public share on a pro forma basis (or 3.5% of the value of shares assuming a trading price of $10.00 per public share). In a medium redemption scenario in which 50% of the shares assumed to be redeemed in connection with the Business Combination, the effective deferred underwriting fee would be approximately $0.70 per public share on a pro forma basis (or 7.0% of the value of shares assuming a trading price of $10.00 per share). In the maximum redemption scenario, the effective deferred underwriting fee would be approximately $2.97 per public share on a pro forma basis (or 29.7% of the value of shares assuming a trading price of $10.00 per share).

As a result, and because I-Bankers has agreed to vote its representative shares in favor of the applicable proposal, we may need as few as only 183,751, or approximately 1.33%, of the 13,800,000 of our public shares, to be voted at the Special Meeting in favor of the Advisory Charter Amendments Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal, and as few as 4,722,501, or approximately 34.22% of our 13,800,000 public shares, to be voted in favor of the Business Combination Proposal and the Charter Amendments Proposal, in order to have our Business Combination approved.

Holders of JWAC Rights do not have redemption rights with respect to their rights. At the Closing of the Business Combination, the JWAC Rights will be eligible to be exchanged for one-eighth (1/8) of one share of JWAC Common Stock, as described elsewhere in this proxy statement/prospectus.

Holders of our public shares who also hold JWAC Rights may elect to redeem their public shares, and still retain their JWAC Rights. The value of our JWAC Rights based on a recent trading price as of March 8, 2023 was $2.0 million. Public stockholders who redeem their shares of JWAC Common Stock may continue to hold any JWAC Rights that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such JWAC Rights.

As indicated by the foregoing reduction in expected prices upon maximum redemptions, there are material risks relating to electing to redeem your public shares (and redemptions generally), relating to the value of your JWAC Rights. For more information see “Risk Factors — Our holders of JWAC Rights may elect to redeem their public shares while retaining their JWAC Rights, although if redemptions exceed the threshold allowable for us to consummate the Business Combination, the JWAC Rights will expire worthless.”

For information about the per share value of JWAC Common Stock given different levels of redemptions, see “Questions and Answers — What equity stake will current stockholders of JWAC and the Chijet Holders hold in Pubco after the Closing?”

Our JWAC Rights are eligible to be converted at the Effective Time of the Business Combination into JWAC Common Stock, as described elsewhere in this proxy statement/prospectus. Accordingly, your JWAC Rights will cease to be traded upon consummation of the Business Combination, and will only have value based on the value of Pubco Ordinary Shares which the holder is eligible to receive upon closing of the Business Combination. Because redemptions will deplete our Trust Account, and the assets of Pubco would be calculated, in part, based on the cash in the Trust Account at the Closing, an increase in redemptions of our public shares would reduce the assets available from the Trust Account to Pubco at Closing which may negatively impact the value of Pubco Ordinary Shares that you would receive in exchange for your JWAC Rights.

The JWAC Certificate of Incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Business Combination and after payment of underwriters’ fees and commissions or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of JWAC Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

If in excess of the maximum redemptions occur, and as a result we are unable to consummate the Business Combination, because your JWAC Rights are only exercisable or convertible following a business combination, if we do not consummate a business combination by June 8, 2023 (or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate), and we liquidate the funds held in the Trust Account, holders of rights will not receive any such funds with respect to their rights, nor will they receive any distribution from our assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

American Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn:

E-mail:

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is JWAC’s understanding that stockholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, JWAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

If, as a result of the termination of the Business Combination Agreement or otherwise, JWAC is unable to complete the Business Combination or another initial business combination transaction by June 8, 2023 (or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate), the JWAC Certificate of Incorporation provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest not previously released to JWAC to pay taxes payable and up to $50,000 to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Holders of founder shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to JWAC’s outstanding rights. Accordingly, the rights will expire worthless.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

JWAC will not issue fractional shares of our Class A Common Stock in exchange for rights, but will instruct the rights agent to round up for each Rights Holder the amount of our Class A Common Stock to be received by that Rights Holder to the nearest whole share.

Upon effectiveness of the Business Combination, all of the outstanding JWAC Class B Common Stock will be converted into JWAC Common Stock on a one-for-one basis, subject to adjustment as provided the JWAC Certificate of Incorporation. Hence, upon consummation of the Business Combination, JWAC Common Stock will consist of our Class A Common Stock, which will be exchanged for Pubco Ordinary Shares.

The Sponsor has made certain commitments regarding funding of JWAC. The Sponsor has agreed that it will be liable to JWAC, if and to the extent any claims by a vendor for services rendered or products sold to JWAC, or a prospective target business with which JWAC has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.157 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under JWAC’s indemnity of the underwriters in the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. JWAC seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for JWAC’s independent registered accounting firm), prospective target businesses or other entities with which JWAC does business, execute agreements with JWAC waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

JWAC entered into extension loans with Chijet to fund the Trust Account for an aggregate amount of $2,560,000 in exchange for an unsecured promissory note dated December 5, 2022 in the principal amount of $1,380,000 and an unsecured promissory note dated March 6, 2023 in the principal amount of $1,180,000, which we refer to as the extension loans. The funds for the extension loans were advanced by Chijet in exchange for the promissory notes, with a similar extension loan to be made three months from March 6, 2023 in a similar amount by Chijet. The extension loans, along with the other funds in the Trust Account will be distributed either to: (i) all of the holders of public shares upon our liquidation or (ii) holders of public shares who elect to have their shares redeemed in connection with the consummation of our initial Business Combination. The extension loans bear no interest and are repayable upon the earlier of the consummation of an initial business combination or the date of the liquidation of JWAC. If JWAC does not complete the Business Combination by June 8, 2023 (or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate), the loans will not be repaid.

In order to meet JWAC’s working capital needs, the Sponsor or its affiliates, or our officers and directors may, but are not obligated to, loan JWAC funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, and which we refer to as working capital loans. Each such loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at a holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. If JWAC does not complete a business combination, JWAC may use a portion of proceeds held outside the Trust Account to repay these loans, but no proceeds held in the Trust Account would be used to repay these loans.

There were no amounts outstanding relating to working capital loans at January 1, 2023. See “Certain Relationships and Related Person Transactions.”

In the event of maximum redemptions, we may be in need of raising additional financing. We expect that from time to time we may need to raise additional financing to maintain our operations, and from time to time we may wish to raise additional financing in order to take advantage of business opportunities. To the extent we need or wish to raise such additional financing, our access to commercial bank financing or the debt and equity capital markets may be limited by various factors, including the condition of overall credit and capital markets, general economic factors, the state of the industry, our financial performance, credit ratings, and other factors. Commercial credit and debt and equity capital may not be available to us on favorable terms, or at all. While Chijet is in continuing discussions with several potential lenders, no commitments for financing have been obtained to date, and there can be no assurances that any such financing will be consummated on terms acceptable to Chijet, if at all.

If you hold membership interests of Chijet, you may execute and return your written consent to Chijet in accordance with the instructions provided.

Abstentions will have no effect on the remaining Proposals in a special meeting with a duly called quorum.

A “broker non-vote” occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares in the absence of such instructions. If you do not provide instructions to your broker, your broker will not have discretionary authority to vote on any of the Proposals at the Special Meeting, because JWAC does not expect any of the Proposals to be considered a routine matter. Broker non-votes will not be counted as present for the purposes of establishing a quorum.

Broker non-votes will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendments Proposal. At a meeting with a quorum, broker non-votes will have no effect on the vote on the remaining Proposals.

JWAC will pay the cost of soliciting proxies for the Special Meeting. JWAC has engaged Advantage Proxy, Inc., which we refer to as “Proxy Solicitor,” to assist in the solicitation of proxies for the Special Meeting. JWAC has agreed to pay Proxy Solicitor a fee of $10,000, plus expenses estimate to be $1,500. JWAC will reimburse Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. JWAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of JWAC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the JWAC Common Stock and in obtaining voting instructions from those owners. JWAC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Brian S. John

Chief Executive Officer

Jupiter Wellness Acquisition Corp.

1061 E. Indiantown Road, Suite 110

Jupiter, FL 33477

(561) 244-7100

You may also contact our Proxy Solicitor at (877) 870-8565 (toll free) or (206) 870-8565 (collect) or by email at ksmith@advantageproxy.com.

To obtain timely delivery, JWAC stockholders must request the materials no later than         , 2023.

You may also obtain additional information about JWAC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to JWAC’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

American Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn:

E-mail:

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section entitled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Parties to the Business Combination

JWAC

JWAC is a special purpose acquisition company incorporated on September 14, 2021 for purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. JWAC’s Class A common stock and rights are currently quoted on the Nasdaq Capital Market under the symbols “JWAC” and “JWACR,” respectively. JWAC’s executive office is located at 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477, and its telephone number is (561) 244-7100.

Sponsor

Jupiter Wellness Sponsor LLC, a Delaware limited liability company, is the sponsor of JWAC and currently, together with our officers and directors, owns 21.7% of the issued and outstanding shares of JWAC Common Stock. The Sponsor’s executive office is located at 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477, and its telephone number is (561) 462-2700.

Pubco

Pubco is a wholly-owned subsidiary of Chijet and is the owner of all of the issued and outstanding equity interests of Merger Sub. Pubco incorporated as an exempt company with limited liability under the laws of the Cayman Islands on June 14, 2022. Pubco owns no material assets other than the equity interest of Merger Sub and it does not operate any business.

The mailing address of the principal executive offices of Pubco are Sertus Chamber, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands. Pubco conducts its operations through Chijet and its subsidiaries, and Pubco’s global headquarters are based in No. 8, Beijing South Road Economic & Technological Development Zone Yantai, Shandong, CN-37 264006 People’s Republic of China, or Mainland China. Pubco’s telephone number is +86-0535-2766221.

Merger Sub

Merger Sub is a wholly-owned subsidiary of Pubco formed solely for the purpose of effectuating the merger with JWAC in which JWAC will be the surviving entity. Merger Sub was incorporated under the laws of the State of Delaware on June 21, 2022. Merger Sub owns no material assets and does not operate any business.

The mailing address and telephone number of Merger Sub’s principal executive office is the same as for JWAC. At the consummation of the Business Combination, Merger Sub will cease to exist after being merged into JWAC.

Chijet

Chijet, Inc., a Cayman Islands exempted company, or Chijet, is an owner and manufacturer of traditional and electric vehicles, together with its subsidiaries. Chijet indirectly holds an over 85% interest in Shandong Baoya New Energy Vehicle Co., Ltd., a Chinese company (“Baoya”), which is a producer and manufacturer of electric vehicles. In addition, Chijet indirectly holds an over 60% interest in FAW Jilin Automobile Co., Ltd., a Chinese company (“FAW Jilin”), which manufactures and sells traditional fuel vehicles. Chijet was incorporated under the laws of the Cayman Islands on July 2, 2021.

The primary business of Chijet is the development, manufacture, sales and service of traditional fuel vehicles and electric vehicles. State-of-the-art manufacturing systems and stable supply chain management enable the company to provide consumers with products of high performance at reasonable prices. Chijet’s factory in Yantai, China, is designed to be dedicated to EV production, and the company’s headquarters will be also located at the planned Yantai factory. Chijet has a management team of industry veterans with decades of experience in engineering and design, management, financing, industrial production and financial management.

Chijet’s executive office is located at No. 8, Beijing South Road Economic & Technological Development Zone Yantai, Shandong, P.R. China, and its telephone number is +86 0535-2766202.

The Combined Company and Chijet’s Structure before and after the Business Combination

The ownership structure of Chijet before Closing is as follows:

The ownership structure of the Combined Company giving effect to the Business Combination is as follows:

The Business Combination and the Business Combination Agreement

On October 25, 2022, JWAC entered into the Business Combination Agreement by and among JWAC, Pubco, Merger Sub, the Sellers and Chijet. The Business Combination Agreement provides for the combination of JWAC and Chijet under Pubco, a new holding company, as its direct, wholly-owned subsidiaries. Pursuant to the Business Combination and Business Combination Agreement (a) Pubco will acquire all of the issued and outstanding shares of Chijet from the Sellers in exchange for ordinary shares of Pubco, and any shares Chijet holds in Pubco shall be surrendered for no consideration, such that Chijet becomes a wholly-owned subsidiary of Pubco and the Sellers become shareholders of Pubco, which we refer to as the Share Exchange; and immediately thereafter (b) Merger Sub will merge with and into JWAC, with JWAC continuing as the surviving entity and wholly-owned subsidiary of Pubco. For more information about the transactions contemplated by the Business Combination Agreement, please see the section entitled “The Business Combination Proposal—Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and is incorporated herein by reference.

Transaction Consideration

This registration statement and the accompanying proxy/statement prospectus relate to an offering of Pubco Ordinary Shares of Pubco, the holding company in the Business Combination, which is domiciled in the Cayman Islands. The consideration in this transaction is Pubco Ordinary Shares. After consummation of the Business Combination, Pubco will directly own JWAC. Pubco will also directly own Chijet, which operates through its indirect subsidiaries, Baoya, and Baoya’s subsidiary, FAW Jilin. For more information about the ownership structure of the Combined Company, see the organizational chart set forth on the page immediately above.

Subject to the terms and conditions set forth in the Business Combination Agreement, in connection with the Effective Time of the Business Combination:

According to the terms of our privately placed warrant to the representative of the underwriters in connection with our initial public offering (the “Representative Warrant”), the Representative Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares.

In addition, according to the terms of GT Warrant granted by Baoya to Greentree, GT Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares.

In connection with the Earnout, the holders of JWAC Common Stock shall receive a contingent value rights, or CVR, for each share of JWAC Common Stock exchanged as described above, to compensate the holders of JWAC Common Stock in the event the Earnout criteria is not met by the Sellers, which would result in an adjustment to the consideration provided to Sellers, except that holders of privately placed JWAC Common Stock and Class B Common Stock (including the Sponsor, its transferees and I-Bankers) have waived their rights to receive a CVR relating to those privately placed shares.

As JWAC does not have any outstanding shares of preferred stock, and is anticipated to have no outstanding shares of preferred stock at the Effective Time, no exchange of preferred stock is expected to occur at the Effective Time.

For further explanation of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

Conditions to Consummation of the Merger

The consummation of the Merger is subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Condition Precedent Proposals; (ii) expiration of any waiting period under applicable antitrust laws; (iii) receipt of all consents required to be obtained from governmental authorities; (iv) no law or order preventing or prohibiting the Business Combination; (v) JWAC having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any private placement financing; (vi) the amendment by the shareholders of Pubco’s memorandum and articles of association in a form acceptable to Chijet and JWAC; (vii) receipt by Chijet and JWAC of evidence reasonably satisfactory to each such party that Pubco qualifies as a foreign private issuer; (viii) the Registration Statement of which this proxy statement/prospectus forms a part, being declared effective by the SEC; (ix) Pubco Ordinary Shares having been approved for listing on Nasdaq, subject only to the official notice of issuance; and (x) no litigation brought by a third party that is not an affiliate of the parties to the Business Combination Agreement, to enjoin or otherwise restrict the consummation of the Closing.

In addition, unless waived by Chijet, the obligations of Chijet, the Merger Sub and the Sellers to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:

Unless waived by JWAC, the obligations of JWAC to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing of the Business Combination upon the mutual agreement of Chijet and JWAC, or by Chijet or JWAC acting alone, in specified circumstances, including:

A party is not entitled to terminate the Business Combination Agreement if the failure of the Closing to occur by such date was caused by or the result of a breach of the Business Combination Agreement by such party (or with respect to Chijet, by the Sellers, Pubco or Merger Sub).

If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement will terminate and will be of no further force and effect (except that certain obligations related to public announcements, confidentiality, fees and expenses, waiver of claims against the trust, termination and certain general provisions will continue in effect), and no party will have any further liability to any other party thereto except for liability for any fraud claims or willful breach of the Business Combination Agreement prior to such termination.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, and which we refer to as Related Agreements, but does not purport to describe all of their terms. The following summary is qualified in its entirety by reference to the complete text of each of these Related Agreements, which are included as exhibits to this proxy/statement prospectus. You are urged to read such Related Agreements in their entirety.

Sponsor Support Agreement

Simultaneously with the execution of the Business Combination Agreement, JWAC, Chijet, Pubco and the Sponsor entered into a sponsor support agreement, in which, among other things, these parties agreed to (i) not to solicit or cause JWAC to enter into any alternative competing transactions, (ii) to vote all of their founder shares and all of the public shares held by them in favor of the Business Combination and in opposition of any alternative competing transactions and (iii) a moratorium, or lock-up, on selling shares which was substantially the same as that entered into by the Sponsor in connection with our IPO.

Simultaneously with the execution of the Business Combination Agreement, JWAC, Pubco, Chijet and the Sponsor, as well as Join Surplus International Ltd. (“Join Surplus”), and I-Bankers (collectively with the Sponsor and Join Surplus, the “Support Agreement Parties”) entered into a support agreement pursuant to which the Sponsor Support Agreement Parties agreed to support the Business Combination and to vote all of its shares of JWAC Common Stock (and any other securities of JWAC owned or acquired by them) in favor of the Business Combination Agreement and the Business Combination. The Sponsor Support Agreement Parties also agreed to take certain other actions in support of the Business Combination Agreement and the Business Combination and to refrain from taking such actions that would adversely impede the ability of the parties to perform the Business Combination Agreement. The Support Agreement also prevents transfers of JWAC Common Stock and JWAC securities held by the Sponsor Support Agreement Parties between the date of the Support Agreement and the date of the Closing or earlier termination of the Business Combination Agreement unless the transferee executes a joinder to the Support Agreement.

The Sponsor also agreed to be bound by and comply with the provisions of the Business Combination Agreement relating to Chijet’s funding of a potential Extension and, upon and subject to the funding of such an Extension by Chijet in accordance with the Business Combination Agreement, to issue to Chijet the relevant limited liability company membership interests in the Sponsor.

Each of the Sponsor and Join Surplus, solely in connection with the Business Combination, agreed to waive certain anti-dilution provisions under JWAC’s governing documents relating to the conversion of JWAC’s Class B Common Stock. The Support Agreement Parties, solely in connection with the Business Combination, each agreed to waive the right to receive CVRs for JWAC’s Class A Common Stock which they received in a private placement from the Company or upon conversion of JWAC’s Class B Common Stock.

Each of the Support Agreement Parties, on behalf of itself and its affiliates, provided a general release of JWAC, Pubco, Chijet and Merger Sub, effective as of the Closing, other than with respect to rights under the Business Combination Agreement and ancillary documents and certain other customary exceptions.

Lock-Up Agreement

In connection with our IPO, JWAC Initial Stockholders, including our Sponsor, have agreed in a lock-up agreement not to transfer, assign or sell any of JWAC Class B Common Stock (except to certain permitted transferees) until the earlier of (i) six months after the date of the consummation of a Business Combination, (ii) the date on which the closing price of Pubco Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period from the Closing until such six months after a Business Combination or (iii) if, earlier, the date the Combined Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Combined Company’s stockholders having the right to exchange their common stock for cash, securities or other property.

During the period of the lock-up agreement, the JWAC Initial Stockholders also agreed not to, with respect to Pubco Ordinary Shares, subject to customary exceptions (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, such stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such stock, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of such stock of Pubco or other securities, in cash or otherwise.

Chijet Lock-Up Agreement

In connection with the signing of the BCA, certain Chijet Holders holding approximately 78% of the Chijet Ordinary Shares and certain members of Chijet’s management team entered into a lock-up agreement, effecive as of the Closing, with Pubco substantially similar to the lock-up agreement between us and the JWAC Initial Stockholders. “The Business Combination Proposal (Proposal 1) — Chijet Lock-Up Agreement.”

Registration Rights

The Business Combination Agreement provides that effective as of the Closing, JWAC, Pubco, the Sellers, and the holders of a majority of the “Registrable Securities” pursuant to the registration rights agreement which we entered into in connection with our IPO (our “existing registration rights holders”), will enter into an amended and restated registration rights agreement. This amended agreement will provide registrations rights covering all of the Pubco Ordinary Shares these parties receive in the Business Combination (including those received upon conversion of our Class B Common Stock), subject to applicable contractual transfer restrictions and lock-up periods. The Sellers holding a majority of securities having the Sellers’ registration rights, or a majority of our existing registration rights holders, are in each case entitled after the Business Combination to demand that we register those securities. All of the registration rights holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require us to register for resale those securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the securities.

Chijet Trust Account Waiver

Chijet has agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in JWAC’s Trust Account, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom) directly or indirectly.

Non-Competition Agreement

At the Closing, certain of the executive officers of Chijet will each enter into a Non-Competition and Non-Solicitation Agreement in substantially the form attached as a schedule to the Business Combination Agreement.

Total Shares to be Issued in the Business Combination

JWAC’s public stockholders currently own approximately 76.0% of JWAC’s issued and outstanding capital stock, and the Sponsor together with our directors and officers, consisting of JWAC Initial Stockholders, currently own approximately 21.7% of JWAC’s issued and outstanding capital stock (with the remaining approximately 2.3% of shares held by I-Bankers). It is anticipated that, immediately after the Business Combination and if there are no redemptions, JWAC’s public stockholders will own approximately 8.8% of Pubco’s issued and outstanding share capital, the Sponsor and our directors and officers will own approximately 2.4% of Pubco’s issued and outstanding share capital, I-Bankers will own approximately 0.2% of Pubco’s issued and outstanding share capital, and the Chijet Holders will own approximately 88.8% of Pubco’s issued and outstanding share capital.

For a Description of Pubco’s securities, see the section entitled “Description of Securities of Pubco” which provides a description of Pubco Ordinary Shares.

If any of JWAC’s public stockholders exercise their redemption rights, the ownership interest in Pubco of JWAC’s public stockholders will decrease and the ownership interest in Pubco of the Chijet Holders and the Sponsor will increase. If there are redemptions by JWAC’s public stockholders up to the maximum level that would permit completion of the Business Combination, JWAC’s public stockholders will own 2.0% of Pubco’s issued and outstanding capital stock, the Sponsor and our directors and officers will own approximately 2.4% of Pubco’s issued and outstanding share capital, I-Bankers will own 0.3% of Pubco’s issued and outstanding share capital and the Chijet Holders will own approximately 95.3% of Pubco’s issued and outstanding share capital. If the actual facts are different than these assumptions (based on redemptions by JWAC’s public stockholders, changes in the terms of the Business Combination, adjustments to the Transaction Consideration pursuant to the Business Combination Agreement or otherwise), the percentage ownership interests in Pubco post-Business Combination may be different.

The ownership percentages referenced above and set forth below with respect to Pubco include the shares issuable to the Chijet Holders, assumes Rights Holders exercise all of their JWAC Rights, and any Earnout Shares which otherwise would adjust downwards the consideration they receive by up to Six Hundred Seventy Four Million ($674 million) based on certain post-Closing financial performance and stock price metrics of Pubco, and all upon the terms and subject to the conditions set forth in the BCA, but does not take into account (i) any shares reserved for issuance under the Incentive Plan, (ii) the issuance of any additional private placement units that are issued or issuable to our Sponsor pursuant to the conversion of the Sponsor’s up to $1.5 million working capital loans that were made to JWAC, (iii) any adjustments to the Transaction Consideration payable to the Chijet Holders set forth in the Business Combination Agreement, (iv) any shares issued upon the exercise of the Representative Warrant, (v) any shares issued upon the exercise of GT Warrant (vi) the 300,000 shares of JWAC Common Stock issuable to JWAC’s officers and directors within 10 days following the closing of the Business Combination, which shall be exchanged for the equivalent number of Pubco Ordinary Shares, and (vii) the 200,000 shares of Pubco Ordinary Shares issuable to Greentree due to the conversion of Baoya’s accrued expenses of $1,000,000 pursuant to the financial consulting agreements with Greentree. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Business Combination Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus— The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership in Pubco will be different. See “Summary of the Proxy Statement/Prospectus – Impact of the Business Combination on JWAC’s Public Float” and “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for further information.

The following table illustrates varying ownership levels of the issued and outstanding capital stock of Pubco, assuming varying levels of redemptions by JWAC’s public stockholders:

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination assuming no redemptions:

The following table summarizes the sources and uses for funding the Business Combination assuming JWAC stockholders exercise their redemption rights assuming 50% redemption:

The following table summarizes the sources and uses for funding the Business Combination assuming JWAC stockholders exercise their redemption rights assuming maximum redemption:

JWAC’s Reasons for the Business Combination

JWAC was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. JWAC has sought to capitalize on the ability of its management team to identify, acquire and partner with management to operate a business.

The Board, in evaluating the Business Combination, consulted with JWAC’s management and legal, accounting and financial advisors. In reaching its unanimous resolution (i) that the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable, fair to and in the best interests of JWAC and its stockholders and (ii) to recommend that JWAC’s stockholders adopt the Business Combination Agreement and approve the Business Combination and the other transactions contemplated by the Business Combination Agreement, the Board considered a range of factors, including, but not limited to, the factors discussed below.

In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Board viewed its decision as being based on any and all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of JWAC’s reasons for the Business Combination and all other information presented in this section may be forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.” Many factors were considered by JWAC, and the factors outlined herein may or may not have been considered by any particular directors, member of management, or advisor of JWAC. Notwithstanding whether any of these factors were considered by any individual board member, the Board voted unanimously to proceed with the transaction.

The officers and directors of JWAC have substantial experience in a wide range of industries and are confident that their experience and background, together with the experience of JWAC’s advisors, enabled them to exercise the necessary business judgment to make the determinations regarding the Business Combination. The Board also obtained the AlixPartners’ Report, described below, prior to the execution of the Business Combination Agreement, relating to the fairness, from a financial point of view, to JWAC of the Transaction Consideration to be paid to the equity holders of Chijet in the Business Combination.

The Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

The Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

The above discussion of the material factors considered by the Board is not intended to be exhaustive, but does set forth the principal factors considered by the Board.

The Board concluded that the potential benefits expected to be achieved by JWAC and its stockholders resulting from the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Board determined that the Business Combination was advisable, fair to, and in the best interests of, JWAC and its stockholders.

JWAC Special Meeting

JWAC is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by its Board for use at the Special Meeting to be held on March 29, 2023, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about _____, 2023. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct how your vote shall be cast at the Special Meeting.

Date, Time and Place of Special Meeting

The Special Meeting will be virtually held at 10:00 a.m. Eastern Time on March 29, 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. The special meeting can be accessed via live webcast by visiting                         , where you will be able to listen to the meeting live and vote during the meeting.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of JWAC Common Stock as of the close of business on March 8, 2023, which is the Record Date for the Special Meeting. You are entitled to one vote for each share of JWAC Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. As of the date of this proxy statement/prospectus, there were 14,705,000 shares of JWAC Class A Common Stock issued and outstanding, consisting of 13,800,000 public shares of our Class A Common, 629,000 shares of our Class A Common Stock originally sold as part of units to the Sponsor in a Private Placement that occurred simultaneously with the consummation of the JWAC IPO, as well as 276,000 representative shares issued to our Representative. In addition, 3,450,000 founder shares on that date were outstanding which were issued to the Initial Stockholders prior to the JWAC IPO. JWAC does not expect to issue any shares of common stock on or before the Record Date.

Registering for the Special Meeting

Pre-registration for virtual attendance at the Special Meeting is recommended but is not required in order to attend through the following website: [            ].

Any stockholder wishing to attend the virtual meeting should register for the meeting by _____[  ], 2023. To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of JWAC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the common stock outstanding and entitled to vote at the Special Meeting is represented in person (including by virtual attendance) or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

Approval of the Business Combination Proposal and the Charter Amendments Proposal requires the affirmative vote of a majority of the issued and outstanding shares of JWAC Common Stock as of the Record Date. Accordingly, a JWAC stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal and Charter Amendments Proposal.

The approval of the remaining Proposals (consisting of the Nasdaq Proposal, the Incentive Plan Proposal, the Advisory Charter Amendments Proposal and the Adjournment Proposal) each requires the affirmative vote of a majority of the votes cast by stockholders present in person (including by virtual attendance) or represented by proxy at the Special Meeting. Accordingly, a JWAC stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or the failure of a JWAC stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will result in that stockholder’s shares not being counted towards the number of shares of JWAC Common Stock required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Nasdaq Proposal, the Incentive Plan Proposal, the Advisory Charter Amendments Proposal or the Adjournment Proposal. Abstentions of persons appearing at the Special Meeting likewise will also have no effect on the outcome of these proposals.

The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals (consisting of the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal and the Incentive Plan Proposal) are approved at the Special Meeting. The Advisory Charter Amendments Proposals and the Adjournment Proposal are not Condition Precedent Proposals for consummation of the Business Combination, and the Adjournment Proposal does not require the approval of any other proposal to be effective.

It is important for you to note that in the event that the Business Combination Proposal and the other Condition Precedent Proposals do not receive the requisite vote for approval, after taking into account any approved adjournment or postponement, if necessary, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by June 8, 2023 (or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

The Proposals

The Business Combination Proposal

On October 25, 2022, JWAC entered into the Business Combination Agreement by and among JWAC, Pubco, Merger Sub, the Sellers and Chijet.

The Business Combination Agreement provides for the combination of JWAC and Chijet under Pubco, a new holding company, as its direct, wholly-owned subsidiaries. Pursuant to the Business Combination and Business Combination Agreement (a) Pubco will acquire all of the issued and outstanding capital shares of Chijet from the Sellers in exchange for ordinary shares of Pubco, and any shares Chijet holds in Pubco shall be surrendered for no consideration, such that Chijet becomes a wholly-owned subsidiary of Pubco and the Sellers become shareholders of Pubco, which we refer to as the Share Exchange; and immediately thereafter (b) Merger Sub will merge with and into JWAC, with JWAC continuing as the surviving entity and wholly-owned subsidiary of Pubco. The transactions contemplated by the Business Combination Agreement and the Merger we refer to herein as the “Business Combination.” A copy of the Business Combination Agreement is attached to this proxy statement/ prospectus as Annex A.

Transaction Consideration

Subject to the terms and conditions set forth in the Business Combination Agreement, in connection with the Effective Time of the Business Combination:

According to the terms of our privately placed warrant to the representative of the underwriters in connection with our initial public offering (the “Representative Warrant”), the Representative Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares.

In addition, according to the terms of GT Warrant granted by Baoya to Greentree, GT Warrant will be replaced with an equivalent warrant exercisable into Pubco Ordinary Shares.

In connection with the Earnout, the holders of JWAC Common Stock shall receive a contingent value rights, or CVR, for each share of JWAC Common Stock exchanged as described above, to compensate the holders of JWAC Common Stock in the event the Earnout criteria is not met by the Sellers which would result in an adjustment to the consideration provided to Sellers, except that holders of privately placed JWAC Common Stock and Class B Common Stock (including the Sponsor, its transferees and I-Bankers) have waived their rights to receive a CVR relating to those privately placed shares.

As JWAC does not have any outstanding shares of preferred stock, and is anticipated to have no outstanding shares of preferred stock at the Effective Time, no exchange of preferred stock is expected to occur at the Effective Time.

For further explanation of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Transaction Consideration.”

Closing Conditions and Termination Rights

In addition to the approval of the Proposals at the Special Meeting, unless waived by the parties to the Business Combination Agreement, in accordance with applicable law, the Closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — Conditions to Consummation of the Merger.”

The obligations of the parties to consummate the Business Combination are subject to various conditions. Unless waived by Chijet, the obligations of Chijet, Pubco, Merger Sub and the Sellers to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of JWAC being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to materiality or material adverse effect qualifications); (ii) JWAC having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) the absence of any material adverse effect with respect to JWAC since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by Chijet and Pubco of the executed Amended and Restated Registration Rights Agreement by and among JWAC, Pubco, the Sellers and the other parties thereto, amending and restating the Registration Rights Agreement that was entered into by JWAC at the time of its IPO (the “Founder Registration Rights Agreement”) in order to, among other matters, include Pubco and the Sellers as parties and to make it apply to (A) the Pubco securities to be received in connection with the Merger by JWAC’s stockholders who are parties to the Founder Registration Rights Agreement and (B) to the Exchange Shares delivered to the Sellers at the Closing; (v) receipt by Chijet of the executed contingent value rights agreement relating to the rights of the holder thereof and subject to its terms, in the event that any Earnout Shares (or Earnings thereon) are surrendered by the Earnout Participants, from Pubco a pro rata portion of the CVR Property as defined in such agreement (“CVR Agreement”) in form and substance reasonably satisfactory to Chijet, duly executed by Pubco and the CVR Rights Agent, and an executed copy of the related escrow agreement; (vi) the election or appointment of members to Pubco’s post-Closing board of the four directors designated by Chijet pursuant to the Business Combination Agreement; and (vii) JWAC having upon the Closing cash and cash equivalents (including funds remaining in the Trust Account after completion and payment of the Redemption and the proceeds of any private placement financing), net of JWAC’s unpaid expenses and liabilities, at least equal to $10,000,000.

Further, unless waived by JWAC, satisfaction of certain Closing conditions, in addition to customary certificates and other closing deliveries, include: (i) the representations and warranties of Chijet, Pubco and the Sellers being true and correct as of the date of the Business Combination Agreement and its Closing (subject to materiality or material adverse effect qualifications); (ii) Chijet, Pubco, Merger Sub and the Sellers having performed in all material respects their respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any material adverse effect with respect to Chijet or Pubco since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by JWAC of employment agreements, effective as of the Closing, in form and substance acceptable to JWAC and Chijet, between certain persons and Chijet or a Chijet affiliate, as applicable, duly executed by the parties thereto; (v) receipt by JWAC of the Amended and Restated Registration Rights Agreement, duly executed by Pubco and the Sellers party thereto; (vi) receipt by JWAC of the CVR Agreement and related escrow agreement; (vii) receipt by JWAC of the evidence of the termination of any outstanding options, warrants or other convertible securities of Chijet (if any); (viii) receipt by JWAC of share certificates and other documents evidencing the transfer of the purchased shares to Pubco; (ix) receipt by JWAC of reasonably acceptable evidence of the termination of certain Chijet group related party contracts; (x) receipt by JWAC of copies of lock-up agreements, effective as of the Closing, in the form attached to the Business Combination Agreement, duly executed by Pubco and certain Sellers; (xi) receipt by JWAC of non-competition agreements, effective as of the Closing, in form and substance acceptable to JWAC and Chijet among Pubco, Chijet and certain Sellers, duly executed by the parties thereto; and (xii) the election or appointment of members to Pubco’s post-Closing board of the two directors designated by JWAC.

For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — Conditions to Consummation of the Merger.”

Termination Rights

The Business Combination Agreement may be terminated at any time prior to the Closing of the Business Combination upon the mutual agreement of Chijet and JWAC, or by Chijet or JWAC acting alone, in specified circumstances.

The Business Combination Agreement may be terminated at any time prior to the Closing by either JWAC or Chijet if the Closing has not occurred on or prior to June 8, 2023 (or such later date as may be extended by means of a further contribution to the Trust Account in accordance with the JWAC Certificate of Incorporation or amendment to such certificate). However, a party is not entitled to terminate the Business Combination Agreement if the failure of the Closing to occur by such date was caused by or the result of a breach of the Business Combination Agreement by such party (or with respect to Chijet, by the Sellers, Pubco or Merger Sub).

The Business Combination Agreement may also be terminated under certain other customary and limited circumstances prior the Closing, including, among other reasons: (i) by mutual written consent of JWAC and Chijet; (ii) by either JWAC or Chijet if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination, and such order or other action has become final and non-appealable; (iii) by Chijet for JWAC’s uncured breach of the Business Combination Agreement, if the breach by JWAC causing any of JWAC’s representations, covenants or agreements to become untrue or materially inaccurate which would result in a failure of its related Closing condition (and which has not been cured within the earlier of 20 days of written notice or June 8, 2023); (iv) by JWAC for the uncured breach of the Business Combination Agreement by Chijet, Pubco, Merger Sub or any Seller, if the breach by such party causing any of such party’s representations, covenants or agreements to become untrue or materially inaccurate which would result in a failure of its related Closing condition (and which has not been cured within the earlier of 20 days of written notice or June 8, 2023); (v) by JWAC if there has been a Material Adverse Effect (as defined in the Business Combination Agreement) with respect to Chijet or Pubco since the date of the Business Combination Agreement which is uncured and continuing; or (vi) by either JWAC or Chijet if the Business Combination Proposal is not approved at the Special Meeting.

For more information about the termination rights under the Business Combination Agreement, see the section titled “The Business Combination Proposal—Business Combination Agreement—Termination.”

The Business Combination involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”

The Charter Amendments Proposal

Assuming the Business Combination Proposal is approved, in connection with the Business Combination, JWAC is proposing that its stockholders approve amendments to the Proposed Charter for the following:

Advisory Charter Amendments Proposals

Assuming the Business Combination Proposal and other Condition Precedent Proposals are approved, JWAC’s stockholders are also being asked to approve the Advisory Charter Amendments Proposals in connection with the Proposed Charter. In accordance with SEC guidance, this proposal is being presented separately and will be voted upon on a non-binding advisory basis.

A summary of these provisions is set forth in the “Advisory Charter Amendments Proposals (Proposal 3)” section of this proxy statement/prospectus and a complete copy of these provisions is attached hereto as Annex B. You are encouraged to read them in their entirety.

The Nasdaq Proposal

JWAC is asking its stockholders to consider and vote on a proposal to approve, for the purposes of complying with Nasdaq Listing Rule 5635, the issuance, pursuant to the Business Combination Agreement, of up to 177,477,795 Pubco Ordinary Shares to Chijet Holders and JWAC stockholders upon the Closing.

The Incentive Plan Proposal

JWAC is asking its stockholders to approve the Incentive Plan, including the authorization of the share reserve under the Incentive Plan equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, which plan will become effective upon the Closing.

A summary of the Incentive Plan is set forth in the “Incentive Plan Proposal” section of this proxy statement/prospectus and the form of the Incentive Plan is attached hereto as Annex C.

The Adjournment Proposal

JWAC is proposing that its stockholders approve and adopt a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if JWAC is unable to consummate the Business Combination for any reason.

Stanton Park Opinion

On October 9, 2022, JWAC engaged Stanton Park to serve as an independent financial advisor for the benefit of the Board in connection with the consideration by the Board of the Business Combination between JWAC and Chijet pursuant to which JWAC would acquire all or substantially all of the assets and business of Chijet (the “Acquired Business”) in consideration of the issuance of common stock of the surviving company.

Subject to various agreed procedures, terms, conditions, assumptions, qualifications and limitations, Stanton Park valued the Acquired Business and, at the request of the Board, on October 24, 2022, rendered its formal written opinion, which we refer to as the “Stanton Park Opinion,” that as of that date the Transaction Consideration to be paid to the equity holders of Chijet in the Business Combination for the Acquired Business was fair to JWAC and its shareholders from a financial point of view. See discussion under “—The Business Combination Proposal: Stanton Park Opinion.”

The full text of the opinion is included with this proxy statement/prospectus. All descriptions of and disclosures concerning the Stanton Park Opinion are qualified in their entirety by reference to the specific text of the Stanton Park Opinion, a copy of which is included as Annex D to this proxy statement/prospectus. The included copy is provided only for informational purposes and is not for the benefit of or to be relied on by any person or entity other than the Board.

Recommendation to JWAC Stockholders

After careful consideration, our Board has concluded that the Business Combination is in the best interests of JWAC’s stockholders. Our directors believe that the proposals being presented at the Special Meeting are in the best interests of JWAC’s stockholders, and they recommend that JWAC’s stockholders vote FOR each of the proposals.

The existence of financial and personal interests of one or more of JWAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of JWAC and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, JWAC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “—Interests of JWAC’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

Interests of JWAC’s Directors and Officers in the Business Combination

When you consider the recommendation of our Board in favor of the Proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. Our directors considered these interests, among other matters, in evaluating the Business Combination and in recommending to stockholders that they approve the Business Combination. These interests include, among other things:

Certain of JWAC’s officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of the Sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he has then-current fiduciary or contractual obligations, he will honor his fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Delaware and applicable law. Given the substantial target universe considered by JWAC’s management team, which included initial contact with over 20 companies and non-disclosure agreements with approximately 15 companies, and LOIs with 5 companies, JWAC’s Board did not believe that the other fiduciary duties or contractual obligations of its officers and directors materially affected JWAC’s ability to source a potential business combination. JWAC’s Board considered the factors supporting, and risks and uncertainties related to, a business combination with Chijet as set forth above under “The Business Combination Proposal — JWAC’s Board of Directors’ Reasons for the Business Combination,” and did not believe that such other fiduciary duties or contractual obligations impacted such consideration.

Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes and the other documents referred to herein, for a discussion of factors, including the risks to holders of JWAC Common Stock who do not redeem in connection with the Special Meeting, you should consider carefully before making an investment decision.

Accounting Treatment for the Business Combination

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Pubco will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on Chijet members expecting to have a majority of the voting power of the Combined Company, Chijet comprising the ongoing operations of the Combined Entity, Chijet comprising a majority of the governing body of the Combined Company, and Chijet’s senior management comprising the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Chijet issuing stock for the net assets of JWAC, accompanied by a recapitalization. The net assets of JWAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Chijet.

U.S. Federal Income Tax Considerations

For a discussion summarizing certain U.S. federal income tax considerations in connection with the Business Combination, please see section entitled “Material U.S. Federal Income Tax Considerations” of this proxy statement/prospectus.

Regulatory Matters

Neither JWAC nor Chijet is aware of any material regulatory approvals or actions that are required for completion of the Business Combination. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

JWAC Appraisal Rights

Under the DGCL, there are no appraisal rights available to holders of shares of JWAC Common Stock or JWAC Rights in connection with the Business Combination.

Redemption Rights

In connection with the Business Combination, holders of JWAC Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the JWAC Certificate of Incorporation. As of September 30, 2022, the pro rata portion of the funds available in the Trust Account for the public shares was approximately $10.157 per share (net of taxes payable). JWAC anticipates the per share redemption price will be approximately $10.157 (net of taxes payable) at the closing of the Business Combination, which is anticipated to occur during the first half of 2023. If a holder exercises its redemption rights, then such holder will be exchanging its shares of JWAC Common Stock for cash and will no longer own shares of JWAC Common Stock and will not participate as a future stockholder of Pubco. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of common stock for cash. This means that public stockholders who hold shares of JWAC Common Stock on or before March 27, 2023 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of JWAC Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of JWAC Common Stock for cash, holders of JWAC Common Stock can demand JWAC to convert their public shares into cash and tender their shares to JWAC’s transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting of JWAC Stockholders – Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals (consisting of the Business Combination Proposal, the Charter Amendments Proposals, the Nasdaq Proposal and the Incentive Plan Proposal) are approved at the Special Meeting. The Advisory Charter Amendments Proposals and the Adjournment Proposal in each case is not conditioned on the approval of any other proposal set forth in this proxy statement/ prospectus.

Directors and Officers of Pubco following the Business Combination

Upon the Closing, Pubco’s board of directors will consist of seven directors, including two directors designated by JWAC. Chijet will have the right to appoint the remaining members of the seven-member board of directors. At least four directors are required to be independent directors under Nasdaq rules. Upon the Closing, Pubco’s board of directors will not be divided into classes.

Pubco’s directors and executive officers upon consummation of the Business Combination, and their ages, as of the date of this proxy statement/prospectus, will be as follows:

Chijet has designated Mu Hongwei, Zhang Jiannong, Wu Lichun, Simon Pang, Wen Li, John Chiang and JWAC has appointed Wu Lichun and Ying Liu to serve on the board of directors of Pubco. For more information on the new directors and management of Pubco, see “Management of Pubco After the Business Combination.”

Quotation of Pubco Securities

It is anticipated that Pubco Ordinary Shares will be traded on the Nasdaq Capital Market under the symbol “CJET” following the closing of the Business Combination.

SELECTED HISTORICAL FINANCIAL INFORMATION OF CHIJET

The following tables present selected historical financial data for Chijet. Chijet derived the selected statements of operations data for the fiscal years ended December 31, 2021 and 2020, and the balance sheets data as of December 31, 2021 and 2020, from its audited consolidated financial statements that are included elsewhere in this proxy statement/ prospectus. Chijet derived the selected statements of operations data for the six months ended June 30, 2022 and 2021, and the balance sheet data as of June 30, 2022, from its unaudited condensed consolidated financial statements that are included elsewhere in this proxy statement/ prospectus. Chijet’s historical results are not necessarily indicative of the results that may be expected in any future period. All amounts are in thousands of dollars, except per share data.

You should read this information together with Chijet’s consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus and the section titled “Chijet’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Statements of Operations

(Amounts in thousands of US$ except for number of shares and per share data, or otherwise noted)

SELECTED HISTORICAL FINANCIAL INFORMATION OF JWAC

The following tables set forth selected historical financial information derived from JWAC’s audited financial statements included elsewhere in this proxy statement/prospectus, As of September 30, 2022 and 2021 and for the year ended September 30, 2022 and for the period from September 14, 2021 (inception) through September 30, 2021. The selected historical operations data for the three months ended December 31, 2022 and 2021, and the selected historical balance sheet data as of December 31, 2022 are derived from JWAC’s unaudited financial statements appearing elsewhere in this proxy statement/prospectus. The JWAC’s unaudited interim financial statements were prepared on the same basis as its audited financial statements.

This information is only a summary and should be read in conjunction with JWAC’s financial statements and related notes and the sections entitled “JWAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operation” included elsewhere in this proxy statement/prospectus. The historical results presented below are not necessarily indicative of the results to be expected for any future period. All amounts are in thousands of dollars, except per share data.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

Introduction

Pubco and JWAC are providing the following unaudited pro forma condensed consolidated combined financial information to aid you in your analysis of the financial aspects of the Business Combination.

The unaudited pro forma condensed consolidated combined financial statements give effect to the Merger and other events contemplated by the Business Combination as described in this proxy statement/prospectus. The unaudited pro forma condensed consolidated combined balance sheet as of June 30, 2022 combines the historical unaudited condensed consolidated balance sheet of Chijet as of June 30, 2022 with the historical unaudited condensed balance sheet of Jupiter Wellness Acquisition Corp. as of June 30, 2022, giving effect to the transactions as if they had occurred as of that date. The unaudited pro forma condensed consolidated combined statement of operations for the six months ended June 30, 2022 combines the historical unaudited condensed consolidated statement of operations of Chijet for the six months ended June 30, 2022 and the historical unaudited condensed statement of operations of Jupiter Wellness Acquisition Corp. for the six months ended June 30, 2022, giving effect to the transactions as if they had occurred as of the earliest period present. The unaudited pro forma condensed consolidated combined statement of operations for the period ended December 31, 2021 combines the historical audited consolidated statement of operations of Chijet for the year ended December 31, 2021, with the historical unaudited statement of operations of Jupiter Wellness Acquisition Corp. for the period from September 14, 2021 (inception) through December 31, 2021, giving effect to the transaction as if the Merger and other events contemplated by the Business Combination had been consummated on the beginning of the earliest period presented.

The unaudited pro forma condensed consolidated combined financial statements have been prepared for informational purposes only and are not necessarily indicative of what the Combined Company’s condensed financial position or results of operations actually would have been had the Business Combination been consummated prior to June 30, 2022, nor are they necessarily indicative of future results of operations. In addition, the unaudited pro forma condensed consolidated combined financial statements do not purport to project the future financial position or operating results of the Combined Company.