Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Jupiter Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 482082203 ** (CUSIP Number) August 13, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. ** Reflects the CUSIP number for the Issuers Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant (the Units). The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 482082203 1 Names of Reporting Persons Atalaya Special Purpose Investment Fund II LP 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (b) [ ] 3 Sec Use Only 4 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0 6 Shared Voting Power 198,247 7 Sole Dispositive Power 0 8 Shared Dispositive Power 198,247 9 Aggregate Amount Beneficially Owned by Each Reporting Person 198,247 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 1.3% 12 Type of Reporting Person (See Instructions) PN CUSIP No. 482082203 1 Names of Reporting Persons ACM ASOF VII Cayman Holdco LP 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (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 box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 1.8% 12 Type of Reporting Person (See Instructions) PN CUSIP No. 482082203 1 Names of Reporting Persons ACM Alameda Special Purpose Investment Fund II LP 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (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 174,488 7 Sole Dispositive Power 0 8 Shared Dispositive Power 174,488 9 Aggregate Amount Beneficially Owned by Each Reporting Person 174,488 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 1.1% 12 Type of Reporting Person (See Instructions) PN CUSIP No. 482082203 1 Names of Reporting Persons ACM Alamosa (Cayman) Holdco LP 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (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 555,984 7 Sole Dispositive Power 0 8 Shared Dispositive Power 555,984 9 Aggregate Amount Beneficially Owned by Each Reporting Person 555,984 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 3.6% 12 Type of Reporting Person (See Instructions) PN CUSIP No. 482082203 1 Names of Reporting Persons Atalaya Capital Management LP 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (b) [ ] 3 Sec Use Only 4 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0 6 Shared Voting Power 1,206,860 7 Sole Dispositive Power 0 8 Shared Dispositive Power 1,206,860 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,206,860 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 7.8% 12 Type of Reporting Person (See Instructions) IA, PN CUSIP No. 482082203 1 Names of Reporting Persons Corbin ERISA Opportunity Fund, Ltd. 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (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 278,140 7 Sole Dispositive Power 0 8 Shared Dispositive Power 278,140 9 Aggregate Amount Beneficially Owned by Each Reporting Person 278,140 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 1.8% 12 Type of Reporting Person (See Instructions) OO CUSIP No. 482082203 1 Names of Reporting Persons Corbin Capital Partners Group, LLC 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (b) [ ] 3 Sec Use Only 4 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0 6 Shared Voting Power 278,140 7 Sole Dispositive Power 0 8 Shared Dispositive Power 278,140 9 Aggregate Amount Beneficially Owned by Each Reporting Person 278,140 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 1.8% 12 Type of Reporting Person (See Instructions) OO CUSIP No. 482082203 1 Names of Reporting Persons Corbin Capital Partners, L.P. 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (b) [ ] 3 Sec Use Only 4 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0 6 Shared Voting Power 278,140 7 Sole Dispositive Power 0 8 Shared Dispositive Power 278,140 9 Aggregate Amount Beneficially Owned by Each Reporting Person 278,140 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 1.8% 12 Type of Reporting Person (See Instructions) IA, PN Item 1(a). Name of Issuer: Jupiter Acquisition Corporation Item 1(b). Address of Issuers Principal Executive Offices: 11450 SE Dixie Hwy, Hobe Sound, FL 33455 Item 2(a). Name of Person Filing: This Statement is filed on behalf of the following persons (collectively, the Reporting Persons): i. Atalaya Special Purpose Investment Fund II LP (ASPIF II); ii. ACM ASOF VII Cayman Holdco LP (ASOF); iii. ACM Alameda Special Purpose Investment Fund II LP (Alameda); iv. ACM Alamosa (Cayman) Holdco LP (Alamosa); v. Atalaya Capital Management LP (ACM); vi. Corbin ERISA Opportunity Fund, Ltd. (CEOF); vii. Corbin Capital Partners Group, LLC (CCPG); and viii. Corbin Capital Partners, L.P. (CCP). Item 2(b). Address of Principal Business Office or, if None, Residence: 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 and CCP is 590 Madison Avenue, 31st Floor, New York, NY 10022. Item 2(c). Citizenship: 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. CCPG is a Delaware limited liability company. Item 2(d). Title and Class of Securities: Class A common stock, par value $0.0001 per share (the Shares) Item 2(e). CUSIP Number: 482082203 Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: This Item 3 is not applicable. Item 4(a). Amount Beneficially Owned: 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 CCPG 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. Item 4(b). Percent of Class: As of the date hereof, ACM may be deemed the beneficial owner of approximately 7.8% of Shares outstanding, which amount includes (i) 1.3% of Shares outstanding beneficially owned by ASPIF II, (ii) 1.8% of Shares outstanding beneficially owned by ASOF, (iii) 1.1% of Shares outstanding beneficially owned by Alameda and (iv) the 3.6% of Shares outstanding beneficially owned by Alamosa. Each of CCPG and CCP may be deemed the beneficial owner of approximately 1.8% of Shares outstanding, which amount includes 1.8% of Shares outstanding beneficially owned by CEOF. (These percentages are based on 15,580,000 Shares outstanding as reported in the Issuers Prospectus filed with the Securities and Exchange Commission on August 12, 2021.) Item 4(c). Number of shares as to which such person has: 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: 278,140 (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: 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 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 Alamosas 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. Item 5. Ownership of Five Percent or Less of a Class. This Item 5 is not applicable. Item 6. Ownership of more than Five Percent on Behalf of Another Person. This Item 6 is not applicable. Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. This Item 7 is not applicable. Item 8. Identification and classification of members of the group. ASPIF II, ASOF, Alameda, Alamosa, ACM, CEOF, CCPG 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, CCPG 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. Item 9. Notice of Dissolution of Group. This Item 9 is not applicable. Item 10. Certifications. 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. 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. Atalaya Special Purpose Investment Fund II LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory ACM ASOF VII Cayman Holdco LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory ACM Alameda Special Purpose Investment Fund II LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory ACM Alamosa (Cayman) Holdco LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory Atalaya Capital Management 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 Corbin Capital Partners Group, LLC By:/s/ Daniel Friedman Name: Daniel Friedman Title: Authorized Signatory Corbin Capital Partners, L.P. By:/s/ Daniel Friedman Name: Daniel Friedman Title: General Counsel August 20, 2021 The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). EXHIBIT INDEX Ex. A. Joint Filing Agreement JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to shares of Class A common stock of Jupiter Acquisition Corporation, filed August 20, 2021 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Atalaya Special Purpose Investment Fund II LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory ACM ASOF VII Cayman Holdco LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory ACM Alameda Special Purpose Investment Fund II LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory ACM Alamosa (Cayman) Holdco LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory Atalaya Capital Management 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 Corbin Capital Partners Group, LLC By:/s/ Daniel Friedman Name: Daniel Friedman Title: Authorized Signatory Corbin Capital Partners, L.P. By:/s/ Daniel Friedman Name: Daniel Friedman Title: General Counsel August 20, 2021