UNITED ~~STATES~~STATED

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

UNDER

THE SECURITIES ACT OF 1933

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January 26~~April 23, 2021

~~JUNIPER~~Juniper ~~INDUSTRIAL~~Industrial ~~HOLDINGS~~Holdings, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39129	84-2818047
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
14 Fairmount Avenue Chatham, New Jersey		07928
(Address of principal executive offices)		(Zip Code)

~~Registrant’s~~14 ~~telephone~~Fairmount ~~number,~~Avenue ~~including area code: (973) 507-0359~~

Chatham, New Jersey 07928

(Address of principal executive offices, including zip code)

(973) 507-0359

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2 below):

☒☐ 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 Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant	JIH.U	The New York Stock Exchange
Units, each consisting of one share of Class A Common Stock, and one-half of one Redeemable Warrant	JIH.U	The New York Stock Exchange
Shares of Class A common stock included as part of the units	JIH	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	JIH	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	JIH WS	The New York Stock Exchange
Redeemable Warrants	JIH WS	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

OnItem ~~December 22, 2020, Janus International Group, LLC (“Janus”), a Delaware limited liability company, and Juniper Industrial Holdings, Inc~~4.02 ~~(the~~Non-Reliance ~~“Company”)~~on ~~announced~~Previously ~~that~~Issued ~~the~~Financial ~~Company~~Statements ~~and~~or ~~Janus entered into~~ a ~~definitive~~Related ~~business~~Audit ~~combination~~Report ~~agreement, dated as of December 21, 2020 (as it may be amended, supplemented~~ or ~~otherwise~~Completed ~~modified~~Interim ~~from time to time, the “Business Combination Agreement”)~~Review. A copy of the Business Combination Agreement was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 22, 2020.

~~Item~~On 7April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies” (“SPACs”) (the “Statement”).01 ~~Regulation~~In FDthe Statement, ~~Disclosure~~the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on November 13, 2019, the outstanding warrants (“Warrants”) to purchase common stock of Juniper Industrial Holdings, Inc. (the “Company”) were accounted for as equity within the Company’s financial statements, and after discussion and evaluation, including with the Company’s independent auditors, the Company has concluded that its warrants should be presented as liabilities as of the IPO date reported at fair value with subsequent fair value remeasurement at each reporting period.

~~Furnished~~On asApril ~~Exhibit~~23, ~~99.1~~2021, ~~hereto~~the ~~and~~Audit ~~incorporated~~Committee ~~into~~of ~~this~~the ~~Item~~Board ~~7.01~~of byDirectors ~~reference~~of isthe anCompany ~~updated~~concluded, ~~investor presentation~~after discussion with the Company’s management, that the Company’s ~~has~~consolidated ~~prepared~~financial statements for the period from August 12, 2019 (Inception) through December 31, 2019 and ~~posted~~the year ended December 31, 2020 (together, the “Non-Reliance Period”) should no longer be relied upon due to ~~its~~changes ~~website~~required into ~~connection~~reclassify the Warrants as liabilities to align with the ~~proposed~~requirements ~~business~~set ~~combination~~forth ~~transactions~~in the Statement. The Company has discussed this approach with its independent registered public accounting firm, Marcum LLP (“Marcum”), and prepared an amendment (the “~~Transactions~~Amended Form 10-K”) to its Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 18, 2021 (“Original Form 10-K”) reflecting this reclassification of the Warrants for the Non-Reliance Period. Concurrently with the filing of this Current Report on Form 8-K, the Company is filing the Amended Form 10-K which includes restated financial statements that reflect the revised valuation of the Warrants.

~~The~~Similarly, press ~~information~~releases, inearnings ~~this~~releases, ~~Item~~Quarterly ~~7.01~~Reports ~~(including~~on ~~Exhibit~~Form ~~99.1)~~10-Q isfor ~~being~~the ~~furnished~~quarterly ~~and~~periods ~~will~~ended ~~not~~March 31, be2020, ~~deemed~~June 30, to2020 beand ~~filed~~September 30, ~~for~~2020 ~~purposes~~filed ~~of Section 18~~with of the ~~Securities~~SEC ~~Exchange~~and ~~Act~~investor presentations ofor ~~1934,~~other ascommunications ~~amended~~describing (the ~~“Exchange~~Company’s ~~Act”),~~consolidated orfinancial ~~otherwise~~statements beand ~~subject~~other torelated ~~the~~financial ~~liabilities~~information ofcovering ~~that~~the ~~section,~~Non-Reliance ~~nor~~Period ~~will~~should itno longer be ~~deemed~~relied toupon. In beaddition, ~~incorporated~~the byaudit ~~reference~~report inof ~~any~~Marcum ~~filing~~included ~~under~~in the ~~Securities Act~~Company’s ofOriginal ~~1933,~~Form as10-K ~~amended~~should ~~(the~~no ~~“Securities~~longer ~~Act”),~~be orrelied ~~the Exchange Act~~upon.

~~Additional~~Item ~~Information~~9.01 ~~About~~Financial ~~the~~Statements ~~Transaction~~ and ~~Where to Find It~~ Exhibits.

~~Janus Parent intends to file with the SEC a Registration Statement on Form S-4, which will~~(d) ~~include~~Exhibits a preliminary proxy statement/prospectus of the Company and Janus Parent, in connection with the Transactions and will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with the Company’s solicitation of proxies for its stockholders’ meeting to be held to approve the Transactions because the proxy statement/prospectus will contain important information about the Company, Janus Parent, Janus and the Transactions. The definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to be established for voting on the Transactions. Stockholders will also be able to obtain copies of the Registration Statement on Form S-4 and the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov. In addition, the documents filed by Janus Parent and the Company may be obtained free of charge from the Company at https://www.juniperindustrial.com/investors. Alternatively, these documents, when available, can be obtained free of charge by directing a request to: Juniper Industrial Holdings, Inc., 14 Fairmount Avenue, Chatham, New Jersey, 07928.

Participants in the Solicitation


Exhibit		Description

7.01		Letter from Marcum LLP, dated April 23, 2021.

~~The~~SIGNATURES Company, Janus and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s shareholders with respect to the Transactions. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019. Additional information regarding the participants in the proxy solicitation, including the Company’s directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Registration Statement on Form S-4 and the definitive proxy statement/prospectus for the Transactions when available. Each of these documents is, or will be, available at the SEC’s website or by directing a request to the Company as described above under “Additional Information About the Transaction and Where to Find It.”

InPursuant ~~connection with the Transactions, at any time prior~~ to the ~~special~~requirements ~~meeting~~of ~~to approve~~ the ~~Transactions,~~Securities ~~certain~~Exchange ~~existing~~Act ~~Company stockholders, which may include certain~~ of ~~the Company’s officers~~1934, ~~directors and other affiliates, may enter into transactions with stockholders and other persons with respect to~~ the ~~Company’s~~registrant ~~securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Transactions. While the exact nature of such incentives~~ has ~~not~~duly ~~yet~~caused ~~been~~this ~~determined,~~report ~~they might include, without limitation, arrangements~~ to ~~purchase~~be ~~shares~~signed ~~from~~on orits ~~sell shares~~behalf toby such investors and persons at nominal prices or prices other than fair market value. These stockholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the ~~Company or its~~undersigned ~~respective~~hereunto ~~securities~~duly authorized.

~~Forward-Looking~~Juniper ~~Statements~~Industrial Holdings, Inc. By: /s/ Brian Cook Name: Brian Cook Title: Chief Executive Officer and Chief Financial Officer

~~Certain~~Dated: ~~statements~~April ~~in this Current Report on Form 8-K may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act~~23, ~~and~~2021 Section 21E of the Exchange Act. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to the management team, identify forward-looking statements. Such forward-looking statements are based on the current beliefs of the respective management of Janus and the Company, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC including, but not limited to, the risk factors and other uncertainties set forth under “Risk Factors” in Part I, Item 1A of Juniper’s Form 10-K for the year ended December 31, 2019 and in Juniper’s other filings. There can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and neither Janus nor the Company is under any obligation, and each of them expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. All subsequent written or oral forward-looking statements attributable to Janus or the Company or persons acting on its behalf are qualified in their entirety by this paragraph.

In addition to factors previously disclosed in the Company’s reports filed with the SEC and those identified elsewhere in this Current Report on Form 8-K, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) ability to meet the closing conditions to the merger, including approval by stockholders of the Company on the expected terms and schedule and the risk that any regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; (ii) the occurrence of any event, change or other circumstance that could cause the termination of the merger agreement or a delay in the closing of the merger; (iii) the effect of the announcement or pendency of the proposed merger on the Company’s business relationships, operating results, and business generally; (iv) failure to realize the benefits expected from the proposed transaction; (v) risks that the proposed merger disrupts Janus’s current plans and operations and potential difficulties in Janus’s employee retention as a result of the proposed merger; (vi) the effects of pending and future legislation; (vii) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (viii) the amount of the costs, fees, expenses and other charges related to the merger; (ix) risks of the self-storage industry; (x) the highly competitive nature of the self-storage industry and Janus’s ability to compete therein; (xi) litigation, complaints, and/or adverse publicity; (xii) the ability to meet NYSE’s listing standards following the consummation of the proposed transaction; and (xiii) cyber incidents or directed attacks that could result in information theft, data corruption, operational disruption and/or financial loss.

This Current Report on Form 8-K is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in the Company and is not intended to form the basis of an investment decision in the Company. All subsequent written and oral forward-looking statements concerning Janus and the Company, the proposed transaction or other matters and attributable to Janus and the Company or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. the Company and Janus undertake no obligation to update these statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.

Disclaimer

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d)		Exhibits.
99.1		Investor Presentation, dated January 2021.

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: January 26, 2021

JUNIPER INDUSTRIAL HOLDINGS, INC. By: /s/ Brian Cook Name: Brian Cook Title: Chief Executive Officer and Chief Financial Officer

Filing Compare · Juniper Industrial Holdings, Inc.