UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 9, 2023
JUNIPER II CORP.
(Exact name of registrant as specified in its charter)
Delaware | 001-41014 | 86-1434822 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
3790 El Camino Real #818
Palo Alto, California 94306
(Address of principal executive offices, including zip code)
(650) 292-9660
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant | JUN.U | The New York Stock Exchange | ||
Class A common stock, par value $0.0001 per share, included as part of the units | JUN | The New York Stock Exchange | ||
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | JUN WS | The New York Stock Exchange | ||
Class A common stock underlying the redeemable warrants | JUN | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, 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 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events. |
As previously disclosed, the board of directors (the “Board”) of Juniper II Corp. (the “Company”) determined to redeem all of its outstanding shares of Class A common stock, par value $0.0001 per share, previously issued in the Company’s initial public offering (the “Public Shares”), with such redemption anticipated to be effective as of October 10, 2023, with the last day of trading in the Public Shares to be October 9, 2023. The redemption price of such shares will be approximately $10.46 per share.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes statements that are forward-looking and as such are not historical facts. Such forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings with the Commission. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this “Cautionary Note Regarding Forward-Looking Statements” section.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 10, 2023
JUNIPER II CORP. | ||
By: | /s/ Noah Kindler | |
Name: | Noah Kindler | |
Title: | Chief Financial Officer and Chief Technology Officer |