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                               August 4, 2021

       James Hauslein
       Chairman and Chief Executive Officer
       Jupiter Acquisition Corp.
       11450 SE Dixie Hwy
       Hobe Sound, FL 33455

                                                        Re: Jupiter Acquisition
Corp.
                                                            Amendment No. 4 to
Registration Statement on Form S-1
                                                            Filed July 26, 2021
                                                            File No. 333-248411

       Dear Mr. Hauslein:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No.4 to Registration Statement on Form S-1

       Summary, page 1

   1.                                                   We note that you
downsized the offering to $150,000,000 and added new disclosure
                                                        regarding anchor
investors. You define anchor investors as "certain funds and accounts
                                                        managed by members of
an affiliate of our sponsor, that have expressed to us an interest
                                                        to purchase an
aggregate of $133.65 million of units in this offering." This would
                                                        constitute a
substantial majority of the offered units. Please expand your disclosure to
                                                        name the affiliate and
to identify the nine anchor investors interested in purchasing up to
                                                        9.9% individually and
89.1% collectively of the 15M offered units. Also disclose clearly
                                                        that these anchor
investors have collectively expressed their interest in purchasing units at
                                                        a level that totals
89.1% of the offered units if all such indications of interest
                                                        are confirmed.
 James Hauslein
Jupiter Acquisition Corp.
August 4, 2021
Page 2

       You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562 or
Gus
Rodriguez, Accounting Branch Chief, at (202) 551-3752 if you have questions
regarding
comments on the financial statements and related matters. Please contact Liz
Packebusch, Staff
Attorney, at (202) 551-8749 or Timothy S. Levenberg, Special Counsel, at (202)
551-3707 with
any other questions.



                                                           Sincerely,
FirstName LastNameJames Hauslein
                                                           Division of
Corporation Finance
Comapany NameJupiter Acquisition Corp.
                                                           Office of Energy &
Transportation
August 4, 2021 Page 2
cc:       Jason Simon
FirstName LastName