UNITED 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): ~~April 23~~May 10, 2021

Juniper Industrial Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39129

84-2818047

(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, 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, and one-half of one Redeemable Warrant	JIH.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	JIH	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. ☐

Item 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

On ~~April~~May 1210, 2021, ~~the~~Janus ~~staff~~International ofGroup, ~~the~~LLC ~~Securities and Exchange Commission~~ (~~the~~ “~~SEC~~Janus”) issued a ~~public~~press ~~statement~~release ~~entitled~~(the “~~Staff~~Press ~~Statement~~Release”) announcing that (i) its registration statement on ~~Accounting~~Form ~~and~~S-4 ~~Reporting~~(File ~~Considerations~~No. 333-252859), ~~for~~initially ~~Warrants~~filed ~~issued~~with bythe ~~Special~~U.S. ~~Purpose~~Securities ~~Acquisition~~and ~~Companies”~~Exchange Commission (“~~SPACs~~SEC”) on February 8, 2021 (as amended, the “Registration Statement”)., Inrelating ~~the Statement,~~to the ~~SEC~~previously ~~staff~~announced ~~expressed~~proposed ~~its~~business ~~view~~combination ~~that~~with ~~certain~~Juniper ~~terms~~Industrial ~~and~~Holdings, ~~conditions~~Inc. ~~common~~(“Juniper”) toand other ~~SPAC~~transactions ~~warrants~~contemplated ~~may~~by ~~require~~that ~~the~~certain ~~warrants~~Business toCombination beAgreement, ~~classified~~dated as ~~liabilities~~of onDecember 21, ~~the~~2020, ~~SPAC’s~~by ~~balance~~and ~~sheet~~among asJuniper, ~~opposed~~Janus toParent, ~~equity~~Inc., ~~Since~~Janus ~~issuance~~Midco, onLLC, ~~November 13~~Jupiter Management Holdings, ~~2019~~ LLC, Jupiter Intermediate Holdco, LLC and the ~~outstanding~~other ~~warrants~~parties named therein (collectively, the “~~Warrants~~Business Combination”), tohas ~~purchase~~been ~~common~~declared ~~stock~~effective ofby ~~Juniper~~the ~~Industrial~~SEC ~~Holdings~~as of May 7, ~~Inc.~~2021 ~~(the~~and ~~“Company”~~(ii) Juniper ~~were~~has ~~accounted~~established ~~for~~a asrecord ~~equity~~date ~~within~~of ~~the~~May 4, ~~Company’s~~2021 ~~financial~~(the ~~statements,~~“Record Date”) and ~~after~~a ~~discussion~~meeting ~~and evaluation,~~date ~~including~~of ~~with~~June 3, ~~the~~2021 ~~Company’s~~for ~~independent~~its ~~auditors,~~special ~~the~~meeting ~~Company~~of ~~has~~stockholders ~~concluded~~(the ~~that~~“Special ~~its~~Meeting”) ~~warrants~~to ~~should~~approve bethe ~~presented~~Business asCombination. ~~liabilities~~In aslight of the ~~IPO~~COVID-19 ~~date~~pandemic and ~~reported~~to atsupport ~~fair~~the ~~value~~well-being ~~with~~of ~~subsequent~~Juniper’s ~~fair~~stockholders ~~value~~and ~~remeasurement~~partners, atthe ~~each~~Special ~~reporting period~~Meeting will be completely virtual.

OnA ~~April~~copy ~~23, 2021, the Audit Committee~~ of the ~~Board of Directors of the Company concluded, after discussion with the Company’s management,~~ ~~that~~Press ~~the~~Release ~~Company’s~~is ~~consolidated~~attached financial statements for the period from August 12, 2019 (Inception) through December 31, 2019 and the year ended December 31, 2020 (together, the “Non-Reliance Period”) should no longer be relied upon due to changes required to reclassify the Warrants as ~~liabilities~~Exhibit ~~to align with the requirements set forth in the Statement~~99.1 ~~The Company has discussed this approach with its independent registered public accounting firm, Marcum LLP (“Marcum”), and prepared an amendment (the “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~~and ~~Company~~incorporated isherein ~~filing~~by ~~the Amended Form 10-K which includes restated financial statements that reflect the revised valuation of the Warrants~~reference.

~~Similarly, press~~IMPORTANT ~~releases,~~INFORMATION ~~earnings~~AND ~~releases,~~WHERE ~~Quarterly~~TO ~~Reports~~FIND onIT Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020 and September 30, 2020 filed with the SEC and investor presentations or other communications describing the Company’s consolidated financial statements and other related financial information covering the Non-Reliance Period should no longer be relied upon. In addition, the audit report of Marcum included in the Company’s Original Form 10-K should no longer be relied upon.

~~Item~~This communication 9is being made in connection with the proposed business combination involving Juniper and Janus under a new holding company, Janus Parent, Inc.01, ~~Financial~~a ~~Statements~~Delaware corporation (“Janus Parent”). In connection with the proposed transactions, Janus Parent has filed with the Securities and ~~Exhibits~~Exchange Commission (“SEC”) a registration statement on Form S-4 (as amended, the “Registration Statement”) containing a definitive proxy statement of Juniper and a definitive prospectus of Janus Parent. This announcement does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. Juniper’s shareholders and other interested persons are advised to read the definitive proxy statement/prospectus and other documents filed in connection with the proposed business combination, as these materials will contain important information about Juniper, Janus, Janus Parent and the business combination. Janus Parent has mailed the definitive proxy statement/prospectus and other relevant materials for the proposed business combination to shareholders of Juniper as of a record date to be established for voting on the proposed business combination. Shareholders are also able to obtain copies of the definitive proxy statement/prospectus and other documents filed with the SEC, without charge at the SEC’s website at www.sec.gov. In addition, the documents filed by Juniper and Janus Parent may be obtained free of charge from Juniper at www.juniperindustrial.com/investors. Alternatively, these documents can be obtained free of charge by directing a request to: Juniper Industrial Holdings, Inc., 14 Fairmount Avenue, Chatham, New Jersey 07928.

~~(d) Exhibits~~PARTICIPANTS IN THE SOLICITATION

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

Juniper, Janus and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from Juniper’s shareholders with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in Juniper is contained in Juniper’s annual report on Form 10-K for the fiscal year-ended December 31, 2020, which is available free of charge at the SEC’s web site at www.sec.gov. In addition, the documents filed by Juniper may be obtained from Juniper as described above under “Important Information and Where to Find It.”

~~SIGNATURES~~NO OFFER OR SOLICITATION

~~Pursuant~~This communication does not constitute an offer to sell or the ~~requirements~~solicitation of ~~the~~an ~~Securities~~offer ~~Exchange~~to ~~Act~~buy any securities or a solicitation of ~~1934~~any vote or approval, ~~the~~nor shall ~~registrant~~there ~~has~~be ~~duly~~any ~~caused~~sale ~~this~~of ~~report~~any tosecurities in any state or jurisdiction in which such offer, solicitation, or sale would be ~~signed~~unlawful onprior ~~its~~to ~~behalf~~registration byor qualification under the ~~undersigned hereunto~~securities ~~duly~~laws ~~authorized~~of such other jurisdiction.

~~Juniper~~FORWARD ~~Industrial~~LOOKING ~~Holdings,~~STATEMENTS ~~Inc. By: /s/ Brian Cook Name: Brian Cook Title: Chief Executive Officer and Chief Financial Officer~~

~~Dated:~~Certain ~~April~~statements 23in this communication may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, ~~2021~~as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this communication are forward-looking statements. When used in this communication, 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 Juniper, 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 Juniper’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, 2020 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 Juniper 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 Juniper or persons acting on its behalf are qualified in their entirety by this paragraph.

In addition to factors previously disclosed in Juniper’s reports filed with the SEC and those identified elsewhere in this communication, 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 Juniper 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 Juniper’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 communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Juniper and is not intended to form the basis of an investment decision in Juniper. All subsequent written and oral forward-looking statements concerning Janus and Juniper, the proposed transaction or other matters and attributable to Janus and Juniper or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Juniper and Janus undertake no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibits
99.1		Press Release issued May 10, 2021.

SIGNATURES

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.


Juniper Industrial Holdings, Inc.

By:		/s/ Brian Cook
		Name: Brian Cook Title: Chief Executive Officer and Chief Financial Officer

Dated: May 10, 2021

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