Sec Form 4 Filing - Hauslein James N @ Jupiter Acquisition Corp - 2023-04-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hauslein James N 2. Issuer Name and Ticker or Trading Symbol Jupiter Acquisition Corp [ JAQC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) C/O JUPITER ACQUISITION CORPORATION, 11450 SE DIXIE HWY, SUITE 105 3. Date of Earliest Transaction (MM/DD/YY) 04/20/2023 (Street) HOBE SOUND, FL33455 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A common stock 04/20/2023 C 2,778,841 A 3,211,416 ( 2 ) I See footnote ( 3 ) Class A common stock 04/20/2023 C 900,000 A 900,000 I See footnote ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B common stock ( 1 ) 04/20/2023 C 2,778,841 ( 1 ) ( 1 ) Class A common stock 2,778,841 ( 1 ) 0 I See footnote ( 3 ) Class B common stock ( 1 ) 04/20/2023 C 900,000 ( 1 ) ( 1 ) Class A common stock 900,000 ( 1 ) 0 I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hauslein James N C/O JUPITER ACQUISITION CORPORATION 11450 SE DIXIE HWY, SUITE 105 HOBE SOUND, FL33455 X X Chairman, President and CEO Signatures /s/ Alan I. Annex, Attorney-in-Fact 04/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-248411) and have no expiration date. On April 20, 2023, Jupiter Founders LLC (the "Sponsor") exercised its right to convert 2,778,841 shares of Class B common stock held directly into 2,778,841 shares of Class A common stock on a one-for-one basis and 900,000 shares of Class B common stock held indirectly into 900,000 shares of Class A common stock on a one-for-one basis. ( 2 )Includes 432,575 Shares of Class A common stock included in the Private Placement Units held directly by the Sponsor. ( 3 )The securities are held directly by the Sponsor and indirectly by James N. Hauslein as the manager of the Sponsor. Certain of the Issuer's other directors and officers hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Hauslein and such other directors and officers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 4 )The shares are held directly by Jupiter Founders Subsidiary LLC (the "Sponsor Subsidiary") and indirectly by each of the Sponsor, as the managing member of the Sponsor Subsidiary, and Mr. Hauslein, as the manager of the Sponsor. Each of the Sponsor and Mr. Hauslein disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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