JAQC Jupiter Acquisition Corporation

SCHEDULE 13D/A

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (this “Schedule 13D/A”) is being filed on behalf of the Reporting Persons (as defined below) for the sole purpose of updating the ownership percentages of the Reporting Persons reported in the Schedule 13D filed by the Reporting Persons with the SEC on August 17, 2021 (the “Schedule 13D”). This Schedule 13D/A reflects the Class B Conversion (as defined below), as reported in the Current Report on Form 8-K filed by the Issuer on April 24, 2023.

This Schedule 13D/A is being filed to report amendments to the Schedule 13D as specifically set forth herein and only those items that are amended or supplemented are reported herein. Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 4. Purpose of Transaction.

Founder Shares

On April 20, 2023, the Sponsor elected to convert on a one-for-one basis the 2,778,841 shares of Class B Common Stock held directly by the Sponsor and 900,000 shares of Class B Common Stock held indirectly by the Sponsor as the manager of the Sponsor Subsidiary into an aggregate of 3,678,841 shares of Class A Common Stock (the “Class B Conversion”). The 3,678,841 shares of Class A Common Stock are subject to the same registration rights and restrictions as the Class B Common Stock before the Class B Conversion.

Item 5. Interest in Securities of the Issuer

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) As described in Item 4, the Reporting Persons may be deemed the beneficial owners of 4,111,416 shares of Class A Common Stock, including (i) 2,778,841 shares of Class A Common Stock held directly by the Sponsor and 900,000 shares of Class A Common Stock held directly by the Sponsor Subsidiary as a result of the Class B Conversion, and (ii) 432,575 shares of Class A Common Stock included in the Private Placement Units held directly by the Sponsor, representing approximately 68.4% of the outstanding shares of Class A Common Stock. This does not include shares of Class A Common Stock issuable upon exercise of the Private Warrants included in the Private Placement Units because the Private Warrants are not exercisable within the following 60 days.

The aggregate percentage of Class A Common Stock beneficially owned by the Reporting Persons is calculated based upon 6,011,192 shares of Class A Common Stock outstanding, as reported by the Issuer in the Current Report on Form 8-K filed by the Issuer with the SEC on April 24, 2023 in connection with a special meeting in lieu of the 2023 annual meeting of stockholders of the Issuer to, among other things, approve an extension to the time the Issuer has to complete a Business Combination to December 17, 2023 (the “Special Meeting”). Public stockholders of the Issuer elected to redeem 14,286,357 shares of Class A Common Stock in connection with the Special Meeting.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.