JAQC Jupiter Acquisition Corporation

1	NAMES OF REPORTING PERSONS
	ACM ASOF VII (Cayman) Holdco LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			278,141
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			278,141
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	278,141
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

The Reporting Persons previously filed an original Schedule 13G in respect of the Issuer’s Class A common stock, par value $0.0001 per share on August 20, 2021 (the “Original Schedule 13G”). On October 1, 2021, Corbin Capital Partners GP, LLC replaced Corbin Capital Partners Group, LLC as the general partner of Corbin ERISA Opportunity Fund, Ltd. This Amendment No. 1 to the Original Schedule 13G is being filed to reflect the fact that, as of October 1, 2021, Corbin Capital Partners Group, LLC ceased to be a reporting person, with Corbin Capital Partners GP, LLC becoming a reporting person as of that date.

Jupiter Acquisition Corporation.

11450 SE Dixie Hwy, Hobe Sound, FL 33455

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

The address of the principal business office of each of ASPIF II, ASOF, Alameda, Alamosa and ACM is One Rockefeller Plaza, 32nd Floor, New York, NY 10020. The address of the principal business office of each of CEOF, CCPG, Corbin GP and CCP is 590 Madison Avenue, 31st Floor, New York, NY 10022.

Each of ASPIF II, ACM and CCP is a Delaware limited partnership. Each of ASOF, Alameda and Alamosa is a Cayman Islands exempted limited partnership. CEOF is a Cayman Islands exempted company. Each of CCPG and Corbin GP is a Delaware limited liability company.

Class A common stock, par value $0.0001 per share (the “Shares”).

482082203

This Item 3 is not applicable.

As of the date hereof, ACM may be deemed the beneficial owner of 1,206,860 Shares underlying Units, which amount includes (i) the 198,247 Shares underlying Units beneficially owned by ASPIF II, (ii) the 278,141 Shares underlying Units beneficially owned by ASOF, (iii) the 174,488 Shares underlying Units beneficially owned by Alameda and (iv) the 555,984 Shares underlying Units beneficially owned by Alamosa. Each of Corbin GP and CCP may be deemed the beneficial owner of 278,140 Shares underlying Units, which amount includes the 278,140 Shares underlying Units beneficially owned by CEOF.  As of October 1, 2021, CCPG ceased to beneficially own any Shares.

As of the date hereof, ACM may be deemed the beneficial owner of approximately 7.4% of Shares outstanding, which amount includes (i) 1.2% of Shares outstanding beneficially owned by ASPIF II, (ii) 1.7% of Shares outstanding beneficially owned by ASOF, (iii) 1.1% of Shares outstanding beneficially owned by Alameda and (iv) the 3.4% of Shares outstanding beneficially owned by Alamosa. Each of Corbin GP and CCP may be deemed the beneficial owner of approximately 1.7% of Shares outstanding, which amount includes 1.7% of Shares outstanding beneficially owned by CEOF. As of October 1, 2021, CCPG ceased to beneficially own any Shares. (These percentages are based on 16,357,087 Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.)

ASPIF II:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 198,247
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 198,247

ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,141
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,141

Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 174,488
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 174,488

Alamosa:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 555,984
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 555,984

ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,206,860
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,206,860

CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,141
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,141

Corbin GP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,140
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,140

CCPG:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0

CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,140
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,140

The Shares are directly held by ASPIF II, ASOF, Alameda, Alamosa and CEOF (the “Direct Holders”). As ASPIF II, ASOF, Alameda and Alamosa’s investment manager, ACM has the power to vote and direct the disposition of all Shares held by ASPIF II, ASOF, Alameda and Alamosa. As CEOFs investment manager, CCP has the power to vote and direct the disposition of all Shares held by CEOF. This report shall not be deemed an admission that ACM, CCP, the Direct Holders or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Act, or for any other purpose.

As of October 1, 2021, CCPG ceased to beneficially own any Shares and this Amendment No. 1 serves as an exit filing for CCPG.

This Item 6 is not applicable.

This Item 7 is not applicable.

ASPIF II, ASOF, Alameda, Alamosa, ACM, CEOF, Corbin GP and CCP may be deemed members of a group, as defined in Rule 13d-5 under the Act, with respect to the Shares. Such group may be deemed to beneficially own 1,485,000 Shares. CEOF, Corbin GP and CCP disclaim beneficial ownership over the Shares held directly by ASPIF II, ASOF, Alameda and Alamosa. ASPIF II, ASOF, Alameda, Alamosa and ACM disclaim beneficial ownership over the Shares held directly by CEOF.

As of October 1, 2021, CCPG ceased to beneficially own any Shares and, as of that date, ceased to be a member of a group with the other Reporting Persons with respect to the Issuer’s Shares.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  December 14, 2021

 

	ACM ASOF VII (Cayman) Holdco LP
	By:	/s/ Drew Phillips
		Name:	Drew Phillips
		Title:	Authorized Signatory

	Corbin Capital Partners GP, LLC
	By:	/s/ Daniel Friedman
		Name:	Daniel Friedman
		Title:	Authorized Signatory

 

JOINT FILING AGREEMENT

 

Dated:  December 14, 2021

	Atalaya Special Purpose Investment Fund II LP
	By:	/s/ Drew Phillips
		Name:	Drew Phillips
		Title:	Authorized Signatory

	Corbin ERISA Opportunity Fund, Ltd.
	By:	Corbin Capital Partners, L.P.
	Its:	Investment Manager
	By:	/s/ Daniel Friedman
		Name:	Daniel Friedman
		Title:	General Counsel