Item
5.07. Submission of Matters to a Vote of Security Holders.
On
May 2, 2023, Jupiter Wellness Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Special
Meeting”). On March 8, 2023, the record date for the Special Meeting, there were 14,705,000 issued and outstanding shares Class
A common stock and 3,450,000 issued and outstanding shares of Class B common stock entitled to be voted at the Special Meeting. At the
Special Meeting, 14,756,963 shares of common stock of the Company entitled to vote at the Special Meeting were represented in person
or by proxy.
The
Company’s stockholders voted on the following proposals at the Special Meeting, each of which was approved. The final vote tabulation
for each proposal is set forth below.
| 1. |
The
Company’s stockholders voted to approve and adopt the Business Combination Agreement. The votes cast were as follows: |
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
| 8,780,698
(Class A Common Stock) |
|
2,526,265
(Class A Common Stock) |
|
0
(Class A Common Stock) |
|
| 3,450,000
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
| 2. |
The
Company’s stockholders voted to approve the amended and restated memorandum and articles of association (the “Proposed
Charter”) of Chijet Motor Company, Inc., a Cayman Islands exempted company (“Pubco”). The votes cast were as follows: |
Charter
Amendment Proposal A - To provide for a single class of Pubco’s ordinary shares and increase the number of authorized Pubco
ordinary shares to 499,000,000 authorized shares:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
| 8,780,698
(Class A Common Stock) |
|
2,526,265
(Class A Common Stock) |
|
0
(Class A Common Stock) |
|
| 3,450,000
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
Charter
Amendment Proposal B - To increase the number of authorized shares of Pubco “blank check” preferred stock to 1,000,000
authorized shares:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
| 8,083,405
(Class A Common Stock) |
|
3,223,558
(Class A Common Stock) |
|
0
(Class A Common Stock) |
|
| 3,450,000
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
Charter
Amendment Proposal C - To establish that the board of directors of Pubco following the Closing of the Business Combination will
not be divided into classes:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
| 10,542,181
(Class A Common Stock) |
|
764,782
(Class A Common Stock) |
|
0
(Class A Common Stock) |
|
| 3,450,000
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
| 3. |
The
Company’s stockholders voted to approve, on a non-binding advisory basis, proposals to approve certain governance provisions
in the Proposed Charter. The votes cast were as follows: |
Advisory
Charter Amendment Proposal A - To provide for a single class of Pubco ordinary shares and increase the number of authorized Pubco
ordinary shares to 499,000,000 authorized shares:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 8,780,698
(Class A Common Stock) |
|
2,526,265
(Class A Common Stock) |
|
0
(Class A Common Stock) |
| 3,450,000
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
0
(Class B Common Stock) |
Advisory
Charter Amendment Proposal B - To increase the number of authorized shares of Pubco “blank check” preferred shares
to 1,000,000 authorized shares:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 8,083,405
(Class A Common Stock) |
|
3,223,558
(Class A Common Stock) |
|
0
(Class A Common Stock) |
| 3,450,000
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
0
(Class B Common Stock) |
Advisory
Charter Amendment Proposal C - To establish that the board of directors of Pubco following the Closing of the Business Combination
will not be divided into classes.
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 10,542,181
(Class A Common Stock) |
|
764,782
(Class A Common Stock) |
|
0
(Class A Common Stock) |
| 3,450,000
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
0
(Class B Common Stock) |
| 4. |
The
Company’s stockholders voted to approve, for the purposes of complying with the applicable listing rules of The Nasdaq Stock
Market LLC, the issuance of up to 178,271,227 Pubco’s ordinary shares. The votes cast were as follows: |
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 8,780,698
(Class A Common Stock) |
|
2,526,265
(Class A Common Stock) |
|
0
(Class A Common Stock) |
| 3,450,000
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
0
(Class B Common Stock) |
| 5. |
The
Company’s stockholders voted to approve the adoption of the Chijet Motors 2023 Stock Incentive Plan. The votes cast were as
follows: |
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 8,450,357
(Class A Common Stock) |
|
2,856,606
(Class A Common Stock) |
|
0
(Class A Common Stock) |
| 3,450,000
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
0
(Class B Common Stock) |
| 6. |
The
Company’s stockholders voted to adjourn the Special Meeting. The votes cast were as follows: |
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 8,780,698
(Class A Common Stock) |
|
2,526,265
(Class A Common Stock) |
|
0
(Class A Common Stock) |
| 3,450,000
(Class B Common Stock) |
|
0
(Class B Common Stock) |
|
0
(Class B Common Stock) |
Forward-Looking
Statements
This
Current Report on Form 8-K includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both
business and financial, of the Company. These statements are based on the beliefs and assumptions of the management of the Company. Although
the Company believes that their plans, intentions and expectations reflected in or suggested by these forward-looking statements are
reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements
are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements
concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements.
These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,”
“projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates,” “intends” or similar expressions. The forward-looking statements are
based on projections prepared by, and are the responsibility of, the Company’s management. These forward-looking statements are
not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions
and other important factors, many of which are outside the control of the Company, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements. New risk factors that may affect actual results or outcomes emerge
from time to time and it is not possible to predict all such risk factors, nor the Company assess the impact of all such risk factors
on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those
contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance
on these statements, which speak only as of the date hereof. All forward-looking statements attributable to the Company or persons acting
on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company prior to the Business Combination,
and the combined company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
