As filed with the Securities and Exchange Commission on April 26, 2021

Registration No. 333-252859

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 4

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

JANUS PARENT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		6770		86-1476200
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

14 Fairmount Avenue

Chatham, New Jersey 07928

(973) 507-0359

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

c/o Juniper Industrial Holdings, Inc.

14 Fairmount Avenue

Chatham, New Jersey 07928

Attn: Brian Cook

Chief Executive Officer and Chief Financial Officer

(973) 507-0359

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Matthew R. Pacey, P.C.

Julian J. Seiguer, P.C.

Michael W. Rigdon

Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

(713) 836-3600

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement to consummate the proposed business combinations are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, please place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee(14)
Common stock(2)(4)(8)		43,125,000		$12.79		$551,568,750(9)		$60,176
Common stock(3)(4)(8)		70,000,000		$12.79		$895,300,000(10)		$97,677
Warrants(5)(8)		22,325,000		$2.7401		$61,171,617(11)		$6,674
Warrants(6)(8)		5,075,000		$2.7401		$13,905,754(12)		$1,517
Common stock issuable upon exercise of the Warrants(6)(7)(8)		27,400,000		—		— (13)		—
Total								$166,045(15)

(1)

All securities being registered will be issued by Janus Parent, Inc., a Delaware corporation (“Parent”). In connection with the business combination described in the included proxy statement/prospectus: (a) JIH Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, will be merged with and into Juniper Industrial Holdings, Inc. (“JIH” or the “Company”), with the Company being the surviving corporation in the merger and a wholly owned subsidiary of Parent (the “JIH Merger”), (b) each of the Blocker Merger Subs (as defined herein) will be merged with and into the corresponding Blockers (as defined herein) with each such Blocker being the surviving corporation in each such merger and a wholly owned subsidiary of Parent (the “Blocker Mergers”), and each Blocker thereafter will be merged with and into Parent with Parent being the surviving corporation in each such merger (the “Parent Mergers,” together with the JIH Merger and the Blocker Mergers, the “Mergers”) and (c) each other equityholder of Janus Midco, LLC (“Midco”) will contribute certain equity interests in Midco to Parent in exchange for shares of Parent common stock and Parent warrants and will sell its remaining equity interests in Midco to the Company in exchange for cash (the transactions contemplated by the foregoing clauses (a)-(c) together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”) such that, as a result of the consummation of the Transactions, Midco will become a direct and indirect wholly owned subsidiary of Parent (the “Business Combination”). As a result of the Transactions and by virtue of the JIH Merger, each outstanding share of Class A common stock of JIH, par value $0.0001 per share (“JIH Class A common stock”) and each outstanding share of Class B common stock of JIH, par value $0.0001 per share (“JIH Class B common stock,” together with JIH Class A common stock, “JIH common stock”), will be converted into one share of Parent common stock, par value $0.0001 (the “Parent common stock”), and each outstanding warrant of JIH (other than 50% of the warrants held by Juniper Industrial Sponsor, LLC (the “Sponsor”)), each entitling the holder thereof to purchase one share of JIH Class A common stock at an exercise price of $11.50 per share (each, a “JIH warrant”), will be converted into the right to receive a warrant to purchase one share of Parent common stock at an exercise price of $11.50 per share (each, a “Parent warrant”) and Parent will become the public company, and the current security holders of JIH and the equity owners of Midco and the Blockers will become security holders of Parent.

(2)

Consists of shares of Parent common stock issuable in exchange for outstanding shares of JIH common stock, including shares of JIH Class A common stock included in outstanding units of JIH (“units”), each unit consisting of one share of JIH Class A common stock and one-half of one JIH warrant. Upon the consummation of the Business Combination, all units will be separated into their component securities, which will be exchanged for equivalent securities of Parent.

(3)

Consists of shares of Parent common stock issuable in exchange for the equity interests in Midco as consideration in the Transactions calculated in accordance with the Business Combination Agreement (as defined below), and assuming no shares of JIH Class A common stock are redeemed pursuant to the terms of JIH’s amended and restated certificate of incorporation.

(4)

The actual number of shares of Parent common stock issuable to shareholders of JIH and in exchange for the equity interests in Midco will be determined pursuant to the amount of redemptions and the terms of the Business Combination Agreement, respectively, and is dependent on the actual elections of the holders of JIH common stock. While the exact number of shares of Parent common stock to be issued at the closing of the Business Combination cannot be known as of the filing of this Registration Statement, Parent believes that, based on the assumptions underlying the calculation of the registration fee (as set forth in footnote (3) above), the actual number of shares of Parent common stock issued will not be greater than those set forth in the Calculation of the Registration Fee table.

(5)	Consists of Parent warrants issuable in exchange for outstanding JIH warrants included in the outstanding units.

(6)	Consists of 5,075,000 Parent warrants issuable to the holders of equity interests in Midco as consideration in the Transactions.

(7)	Consists of Parent common stock issuable upon exercise of Parent warrants. Each Parent warrant will entitle the warrant holder to purchase one share of Parent common stock at a price of $11.50 per share (subject to adjustment).

(8)	Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(9)

Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act of 1933, as amended (the “Securities Act”), and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying $12.79, which represents the average of the high and low prices of shares of JIH Class A common stock on the New York Stock Exchange on February 2, 2021, by 34,500,000, the estimated number of shares of JIH Class A common stock that will be outstanding immediately prior to the closing of the Business Combination (including shares of JIH Class A common stock that may be redeemed pursuant to the terms of JIH’s amended and restated certificate of incorporation and the shares of JIH Class A common stock included in the units).

(10)

Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying (a) $12.79, which represents the average of the high and low prices of the JIH Class A common stock, as reported on the New York Stock Exchange on February 2, 2021, by (b) 70,000,000, the estimated number of shares of Parent common stock issuable to the equityholders of Midco.

(11)

Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying $2.74, which represents the average of the high and low prices of JIH warrants on the New York Stock Exchange on February 1, 2021, by 22,325,000, the estimated number of Parent warrants issuable in exchange for outstanding JIH warrants included in the outstanding units immediately prior to the closing of the Business Combination.

(12)

Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying $2.74, which represents the average of the high and low prices of JIH warrants on the New York Stock Exchange on February 1, 2021, by 5,075,000, the estimated number of Parent warrants issuable to the holders of equity interests in Midco as consideration in the Transactions.

(13)	No separate registration fee required pursuant to Rule 457(g) under the Securities Act of 1933, as amended.

(14)	Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price.

(15)	Previously paid in connection with the initial filing of this registration statement on February 8, 2021.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission (the “Commission”), acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED APRIL 26, 2021

PRELIMINARY PROXY STATEMENT FOR

SPECIAL MEETING OF STOCKHOLDERS OF

JUNIPER INDUSTRIAL HOLDINGS, INC.

PROSPECTUS FOR 140,525,000 SHARES OF COMMON STOCK AND 27,400,000 WARRANTS OF

JANUS PARENT, INC.

The board of directors of Juniper Industrial Holdings, Inc., (“we,” “us,” “our,” “JIH” or the “Company”), has unanimously approved the Business Combination (as defined herein) contemplated by the Business Combination Agreement (as defined herein). As described in this proxy statement/prospectus, at the special meeting of stockholders (the “special meeting”), our stockholders will be asked to consider and vote upon a proposal, (the “Business Combination Proposal”), to approve the Business Combination and adopt the Business Combination Agreement. Our stockholders will also be asked to consider and vote upon the following proposals: (a) to approve and adopt the Parent Omnibus Incentive Plan (an equity-based incentive plan), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “Incentive Plan Proposal”); and (b) to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes received to pass the resolution to approve the Business Combination Proposal, and the Incentive Plan Proposal, (the “Adjournment Proposal”). Each of these proposals is more fully described in the accompanying proxy statement/prospectus.

As a result of the consummation of the Transactions (as defined herein), Midco (as defined herein) will become a direct and indirect wholly owned subsidiary of Parent (as defined herein). Upon consummation of the Business Combination, Parent will become the public company and change its name to Janus International Group, Inc.

Pursuant to the Business Combination Agreement and by virtue of the JIH Merger (as defined herein), each outstanding share of our common stock will be converted into one share of Parent common stock and each of our outstanding warrants (other than the warrants held by our sponsor, Juniper Industrial Sponsor, LLC (the “Sponsor”)), entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share, will be converted into the right to receive a warrant to purchase one share of Parent common stock at an exercise price of $11.50 per share upon consummation of the Business Combination. In addition, by virtue of the JIH Merger, the shares of our common stock and our warrants held by the Sponsor will be converted into the right to receive (i) an equivalent number of shares of Parent common stock, 2,000,000 of which shall be subject to the terms of an Earnout Agreement (pro rata among the Sponsor shares and shares owned by certain affiliates) and (ii) Parent warrants representing 50% of the number of Company warrants owned by Sponsor prior to the closing of the Transactions. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. Accordingly, this prospectus covers an aggregate of 140,525,000 shares of Parent’s common stock and 27,400,000 Parent warrants.

Our Class A common stock, units and warrants are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “JIH,” “JIH.U” and “JIH WS,” respectively. Parent has applied to list, to be effective at the time of the Business Combination, its common stock and warrants on the NYSE under the symbols “JBI” and “JBI WS,” respectively. Upon the consummation of the Business Combination, all JIH units will be separated into their component securities, which will be exchanged for equivalent securities of Parent. We expect our Class A common stock, units and warrants will be delisted from the NYSE.

The accompanying proxy statement/prospectus provides shareholders of the Company with detailed information about the Business Combination and other matters to be considered at the special meeting. We encourage you to read the entire accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 28 of the accompanying proxy statement/prospectus.

This proxy statement/prospectus is dated                 , 2021, and is first being mailed to our stockholders on or about                 , 2021.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE TRANSACTIONS, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

JUNIPER INDUSTRIAL HOLDINGS, INC.

14 Fairmount Avenue

Chatham, NJ 07928-1835

Dear Juniper Industrial Holdings, Inc. Stockholders:

On December 21, 2020, Juniper Industrial Holdings, Inc., (“we,” “us,” “our,” “JIH” or the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, Janus Parent, Inc. (“Parent”), JIH Merger Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”), Jade Blocker Merger Sub 1, Inc., Jade Blocker Merger Sub 2, Inc., Jade Blocker Merger Sub 3, Inc., Jade Blocker Merger Sub 4, Inc., Jade Blocker Merger Sub 5, Inc. (collectively referred to as the “Blocker Merger Subs”), Clearlake Capital Partners IV (AIV-Jupiter) Blocker, Inc., Clearlake Capital Partners IV (Offshore) (AIV-Jupiter) Blocker, Inc., Clearlake Capital Partners V (AIV-Jupiter) Blocker, Inc., Clearlake Capital Partners V (USTE) (AIV-Jupiter) Blocker, Inc., Clearlake Capital Partners V (Offshore) (AIV-Jupiter) Blocker, Inc. (collectively referred to as the “Blockers”), Janus Midco, LLC (“Midco”), Jupiter Management Holdings, LLC, Jupiter Intermediate Holdco, LLC, J.B.I., LLC and Cascade GP, LLC, solely in its capacity as equityholder representative, which provides, among other things, that (a) Merger Sub will be merged with and into the Company with the Company being the surviving corporation in the merger and a wholly owned subsidiary of Parent (the “JIH Merger”), (b) each of the Blocker Merger Subs will be merged with and into the corresponding Blockers with each such Blocker being the surviving corporation in each such merger and a wholly owned subsidiary of Parent (the “Blocker Mergers”), and each Blocker thereafter will be merged with and into Parent with Parent being the surviving corporation in each such merger (the “Parent Mergers,” together with the JIH Merger and the Blocker Mergers, the “Mergers”) and (c) each other equityholder of Midco will contribute certain equity interests in Midco to Parent in exchange for shares of Parent common stock and Parent warrants and will sell its remaining equity interests in Midco to the Company in exchange for cash (the transactions contemplated by the foregoing clauses (a)-(c) together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”) such that, as a result of the consummation of the Transactions, Midco will become a direct and indirect wholly owned subsidiary of Parent (the “Business Combination”).

At the special meeting, our stockholders will be asked to consider and vote upon a proposal, (the “Business Combination Proposal”), to approve the Business Combination and adopt the Business Combination Agreement. The aggregate consideration to be paid in the Transactions to the direct or indirect owners of Midco will consist of, (i) based on Midco’s current capitalization and assuming no redemptions and no purchase price adjustment, an estimated $490.0 million in cash and 70.0 million shares of Parent’s common stock or, assuming $138.8 million in redemptions, an estimated $351.2 million in cash and 83.8 million shares of Parent’s common stock and (ii) warrants to acquire 5,075,000 shares of Parent common stock. The cash consideration will be funded from the cash held in the Company’s trust account (after permitted redemptions) and the proceeds of an expected issuance and sale of $250.0 million of the Parent’s common stock in a private placement. The number of shares of the equity consideration will be based on a $10.00 per share value for Parent’s common stock.

Pursuant to the Business Combination Agreement and by virtue of the JIH Merger, each outstanding share of our common stock will be converted into one share of Parent common stock and each of our outstanding warrants (other than the warrants held by our Sponsor), entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share, will be converted into the right to receive a warrant to purchase one share of Parent common stock at an exercise price of $11.50 per share upon consummation of the Business Combination. In addition, by virtue of the JIH Merger, the shares of our common stock and our warrants held by the Sponsor will be converted into the right to receive (i) an equivalent number of shares of Parent common stock, 2,000,000 of which shall be subject to the terms of an Earnout Agreement (pro rata among the Sponsor shares and shares owned by certain affiliates) and (ii) Parent warrants representing 50% of the number of Company warrants owned by Sponsor prior to the closing of the Transactions. For additional information, see the section in the accompanying proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal —Consideration.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. Accordingly, this prospectus covers an aggregate of 140,525,000 shares of Parent’s common stock and 27,400,000 Parent warrants.

Our stockholders will also be asked to consider and vote upon the following proposals: (a) to approve and adopt the Parent Omnibus Incentive Plan (an equity-based incentive plan), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “Incentive Plan Proposal”); and (b) to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes received to pass the resolution to approve the Business Combination Proposal, and the Incentive Plan Proposal, (the “Adjournment Proposal”). Each of these proposals is more fully described in the accompanying proxy statement/prospectus.

Our Class A common stock, units and warrants are currently listed on the NYSE under the symbols “JIH,” “JIH.U” and “JIH WS,” respectively. Parent has applied to list, to be effective at the time of the Business Combination, its common stock and warrants on the NYSE under the symbols “JBI” and “JBI WS,” respectively. Upon the consummation of the Business Combination, all JIH units will be separated into their component securities, which will be exchanged for equivalent securities of Parent. We expect our Class A common stock, units and warrants will be delisted from the NYSE.

Pursuant to our charter, we are providing holders of the shares of Class A common stock included in the units issued in our initial public offering (“public stockholders”), with the opportunity, upon the closing of the Transactions and subject to the limitations described in the accompanying proxy statement/prospectus, to redeem their shares of our Class A common stock for cash equal to their pro rata share of the aggregate amount on deposit in our trust account (as of two business days prior to the consummation of the Transactions). For illustrative purposes, based on funds in our Trust Account of approximately $347.5 million on December 31, 2020, stockholders would have received a redemption price of approximately $10.06 per share of our Class A common stock. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal.

We are providing the accompanying proxy statement/prospectus and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. The special meeting of our stockholders will be held virtually at         , Eastern Time, on                 , 2021. Whether or not you plan to attend the special meeting, we urge you to read the accompanying proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 28.

Your vote is very important, regardless of the number of shares of our common stock you own. To ensure your representation at the special meeting, please take time to vote by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend the special meeting. Submitting a proxy now will not prevent you from being able to vote online at the special meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the special meeting. If you fail to return your proxy card and do not attend the special meeting, if you abstain from voting, or if you hold your shares in “street name” through a broker or other nominee and fail to give such nominee voting instructions (a “broker non-vote”), it will have the same effect as a vote “AGAINST” the Business Combination Proposal but will have no effect on the Incentive Plan Proposal, or the Adjournment Proposal. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote online, obtain a legal proxy from your broker or bank.

The Business Combination Proposal is not conditioned on the approval of any other proposal. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement/prospectus. It is important for you to note that if the Business Combination Proposal is not approved by our stockholders then we will not consummate the Transactions.

Our Board unanimously recommends that our stockholders vote “FOR” the Business Combination Proposal and “FOR” the other proposals presented in this proxy statement/prospectus. In considering the recommendation of our Board, you should keep in mind that our directors and executive officers may have interests in the Transactions that are different from, or in addition to, the interests of our stockholders generally. For additional information, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

 

JUNIPER INDUSTRIAL HOLDINGS, INC.

14 Fairmount Avenue

Chatham, NJ 07928-1835

NOTICE OF SPECIAL MEETING

OF STOCKHOLDERS OF JUNIPER INDUSTRIAL HOLDINGS, INC.

To Be Held on                 , 2021

To the Stockholders of Juniper Industrial Holdings, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”), of Juniper Industrial Holdings, Inc., a Delaware corporation, will be held on                 , 2021, at                 , Eastern Time.

The special meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the special meeting online, vote and submit your questions during the special meeting by visiting https://www.cstproxy.com/juniperindustrial/2021. We are pleased to utilize the virtual stockholder meeting technology to (i) provide ready access and cost savings for our stockholders and the Company and (ii) to promote social distancing pursuant to guidance provided by the Center for Disease Control and the U.S. Securities and Exchange Commission due to the novel coronavirus. The virtual meeting format allows attendance from any location in the world.

You are cordially invited to attend the special meeting which will be held to consider and vote upon the following matters:

 

(1)

The Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination and adopt the Business Combination Agreement;

 

(2)

The Incentive Plan Proposal — to consider and vote upon a proposal to adopt the Parent Omnibus Incentive Plan, which we refer to as the Omnibus Plan; and

 

(3)

The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the special meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal and the Incentive Plan Proposal.

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of our common stock at the close of business on April 8, 2021 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

All JIH stockholders are cordially invited to attend the special meeting. To ensure your representation at the special meeting, however, we urge you to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record, you may also cast your vote online at the special meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the special meeting. If you fail to return your proxy card and do not attend the special meeting online, if you abstain from voting, or if you hold your shares in “street name” through a broker or other nominee and fail to give such nominee voting instructions (a “broker non-vote”), it will have the same effect as a vote “AGAINST” the Business Combination Proposal but will have no effect on the Incentive Plan Proposal or the Adjournment Proposal. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote online, obtain a legal proxy from your broker or bank. Public stockholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal.

The Business Combination Proposal is not conditioned on the approval of any other proposal. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement/prospectus. It is important for you to note that if the Business Combination Proposal is not approved by our stockholders then we will not consummate the Transactions.

After careful consideration, our Board has determined that the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal are fair to and in the best interests of JIH and our stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal and “FOR” the other proposals presented in the accompanying proxy statement/prospectus. In considering the recommendation of our Board, you should keep in mind that our directors and executive officers may have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. For additional information, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

A complete list of JIH stockholders of record entitled to vote at the special meeting will be available for 10 days before the special meeting at the principal executive offices of JIH for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the Business Combination and related transactions and each of our proposals. Whether or not you plan to attend the special meeting, we urge you to read the accompanying proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 29 thereof. If you have any questions regarding the accompanying proxy statement/prospectus or need assistance voting your shares, please call our proxy solicitor, MacKenzie Partners, Inc. at (800) 322-2885 if you are a stockholder or collect at (212) 929-5500 if you are a broker or bank.

 

Chatham, New Jersey		By Order of the Board of Directors,
, 2021
		Roger Fradin
		Chairman

TABLE OF CONTENTS

 

FREQUENTLY USED TERMS			ii
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS			vi
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			1
SELECTED HISTORICAL FINANCIAL INFORMATION OF JIH			20
SELECTED HISTORICAL FINANCIAL INFORMATION OF MIDCO			22
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			23
COMPARATIVE PER SHARE DATA			25
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			26
RISK FACTORS			28
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			58
SPECIAL MEETING OF JIH STOCKHOLDERS			72
PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL			77
PROPOSAL NO. 2 — APPROVAL OF THE JANUS INTERNATIONAL GROUP, INC. 2021 OMNIBUS INCENTIVE PLAN			111
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL			116
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			117
INFORMATION ABOUT JIH			126
JIH’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			139
BUSINESS OF JANUS			144
JANUS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			149
EXECUTIVE COMPENSATION			192
DIRECTOR COMPENSATION			197
MANAGEMENT FOLLOWING THE BUSINESS COMBINATION			198
DESCRIPTION OF SECURITIES			206
BENEFICIAL OWNERSHIP OF SECURITIES			220
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			223
INFORMATION ON SECURITIES AND DIVIDENDS			227
LEGAL MATTERS			229
EXPERTS			229
APPRAISAL RIGHTS			230
TRANSFER AGENT AND REGISTRAR			235
SUBMISSION OF STOCKHOLDER PROPOSALS			235
STOCKHOLDER PROPOSALS			235
OTHER STOCKHOLDER COMMUNICATIONS			235
WHERE YOU CAN FIND MORE INFORMATION			235
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A: BUSINESS COMBINATION AGREEMENT			A-1
ANNEX B: JANUS 2021 OMNIBUS INCENTIVE PLAN			B-1
ANNEX C: WARRANT AGREEMENT			C-1
ANNEX D: SPONSOR LETTER AGREEMENT AMENDMENT			D-1
ANNEX E: SPONSOR REGISTRATION AND STOCKHOLDERS RIGHTS AMENDMENT			E-1
ANNEX F: SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE			F-1

 

i

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms we, us, our, the Company and JIH refer to Juniper Industrial Holdings, Inc. Furthermore, in this proxy statement/prospectus:

“Blocker 1” means Clearlake Capital Partners IV (AIV-Jupiter) Blocker, Inc., a Delaware corporation.

“Blocker 2” means Clearlake Capital Partners IV (Offshore) (AIV-Jupiter) Blocker, Inc., a Delaware corporation.

“Blocker 3” means Clearlake Capital Partners V (AIV-Jupiter) Blocker, Inc., a Delaware corporation.

“Blocker 4” means Clearlake Capital Partners V (USTE) (AIV-Jupiter) Blocker, Inc., a Delaware corporation.

“Blocker 5” means and Clearlake Capital Partners V (Offshore) (AIV-Jupiter) Blocker, a Delaware corporation.

“Blockers” means, collectively, Blocker 1, Blocker 2, Blocker 3, Blocker 4 and Blocker 5.

“Blocker Merger Sub 1” means Jade Blocker Merger Sub 1, Inc., a Delaware corporation.

“Blocker Merger Sub 2” means Jade Blocker Merger Sub 2, Inc., a Delaware corporation.

“Blocker Merger Sub 3” means Jade Blocker Merger Sub 3, Inc., a Delaware corporation.

“Blocker Merger Sub 4” means Jade Blocker Merger Sub 4, Inc., a Delaware corporation.

“Blocker Merger Sub 5” means Jade Blocker Merger Sub 5, Inc. a Delaware corporation.

“Blocker Merger Subs” means, collectively, Blocker Merger Sub 1, Blocker Merger Sub 2, Blocker Merger Sub 3, Blocker Merger Sub 4 and Blocker Merger Sub 5.

“Blocker Owners” means the owner of the equity interests of the Blockers.

“Board” means the board of directors of JIH.

“Business Combination” or “business combination” means the Transactions contemplated by the Business Combination Agreement and the related agreements.

“Business Combination Agreement” means the Business Combination Agreement, dated as of December 21, 2020, as it may be amended, by and among JIH, Midco, Parent, Merger Sub, the Blockers, the Blocker Merger Subs, Holdings, Holdco, JBI and Equityholder Representative.

“CCG” or “Clearlake” means Clearlake Capital Group, L.P.

“Class A common stock” means Class A common stock, par value $0.0001 per share, of JIH.

“Class B common stock” means Class B common stock, par value $0.0001 per share, of JIH.

“closing” means the closing of the Transactions.

“Closing Date” means the date on which the Business Combination is consummated.

 

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“Code” means the Internal Revenue Code of 1986, as amended and restated from time to time.

“Combined Company” means Parent and its consolidated subsidiaries after giving effect to the Business Combination.

“Company common stock” or “our common stock” means the Class A common stock and Class B common stock.

“Company Warrant Agreement” means the Warrant Agreement, dated November 13, 2019, between JIH and Continental Stock Transfer & Trust Company, as warrant agent.

“Company warrants” means the public warrants and the private placement JIH warrants.

“Contribution and Exchange” means, through a series of transactions, the contribution by Midco and the Blocker Merger Subs to Parent of all of the equity interests in Midco and the Blockers in exchange for cash and shares of Parent common stock.

“Equityholder Representative” means Cascade GP, LLC, a Delaware limited liability company, in its capacity as the equity representative.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Bylaws” means the bylaws of JIH.

“Existing Certificate of Incorporation” or “charter” means the Amended and Restated Certificate of Incorporation, dated as of November 7, 2019 of JIH.

“Existing Midco Equityholders” means JBI, Holdco and Holdings.

“Founder Shares” means the 8,625,000 shares of our Class B common stock issued prior to our IPO.

“GAAP” means generally accepted accounting principles in the United States.

“Holdco” means Jupiter Intermediate Holdco, LLC, a Delaware limited liability company.

“Holdings” means Jupiter Management Holdings, LLC, a Delaware limited liability company.

“initial stockholders” or “initial holders” means the Sponsor and any other holders of Founder Shares prior to the IPO (or their permitted transferees).

“IPO” means our initial public offering, consummated on November 13, 2019, in which we sold 34,500,000 public units at $10.00 per share.

“IRS” means the U.S. Internal Revenue Service.

“Janus” means, collectively, Janus International Group, LLC, a Delaware limited liability company, and each of its operating subsidiaries.

“JBI” means J.B.I., LLC, a Georgia limited liability company.

“JIH” or “Juniper” means Juniper Industrial Holdings, Inc., a Delaware corporation.

 

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“JIH Merger” means the merger of JIH Merger Sub with and into JIH with JIH being the surviving corporation in the merger and a wholly owned subsidiary of Parent.

“Merger Sub” means JIH Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent.

“Midco” means Janus Midco, LLC, a Delaware limited liability company.

“Parent” means Janus Parent, Inc., a Delaware corporation.

“Parent common stock” means common stock, par value $0.0001 per share, of Parent.

“Parent Warrant Agreement” means the warrant agreement governing the converted Company warrants that shall be converted upon consummation of the Business Combination in accordance with the Company Warrant Agreement and the warrants to be issued as consideration pursuant to the Business Combination Agreement.

“Parent warrants” means the JIH warrants that have been converted into warrants of Parent upon consummation of the Business Combination and the warrants to be issued as consideration pursuant to the Business Combination Agreement.

“Parent Parties” means Parent together with Blocker Merger Subs, JIH and JIH Merger Sub.

“PIPE Investment” means the expected issuance and sale of $250.0 million of Parent’s common stock in a private placement to the PIPE Investors pursuant to the Subscription Agreements.

“PIPE Investors” means the accredited investors and qualified institutional buyers who entered into the Subscription Agreements with the Company and Parent for the PIPE Investment.

“private placement” means the private sale of private placement warrants and Founder Shares by the Sponsor that occurred simultaneously with the consummation of our IPO for total gross proceeds of $10,150,000.

“private placement warrants” means the 10,150,000 warrants purchased by the Sponsor in the private placement for $10,150,000, each of which is exercisable for one share of Class A common stock in accordance with its terms.

“public shares” means the 34,500,000 shares of our Class A common stock underlying the units issued in our IPO.

“public stockholders” means holders of public shares, including our initial stockholders to the extent our initial stockholders hold public shares, provided that our initial stockholders will be considered “public stockholders” only with respect to any public shares held by them.

“public warrants” means the 17,250,000 warrants underlying the units issued in our IPO, each of which is exercisable for one share of our Class A common stock in accordance with its terms.

“redemption rights” means the offer by JIH to redeem for cash all or a portion of the Class A common stock held by a holder of Class A common stock.

“Securities Act” means the Securities Act of 1933, as amended.

“special meeting” means the special meeting of stockholders of JIH that is the subject of this proxy statement/prospectus.

 

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“Sponsor” means Juniper Industrial Sponsor, LLC, a Delaware limited liability company, which is our initial stockholder.

“Subscription Agreements” means the Subscription Agreements, dated December 21, 2020, entered into between the Company, Parent and each of the PIPE Investors for the PIPE Investment.

“Transactions” means, collectively, the (a) JIH Merger, (b) merger of each of the Blocker Merger Subs with and into the corresponding Blocker with each such Blocker being the surviving corporation in each such merger and a wholly owned subsidiary of Parent, and subsequent merger of each Blocker with and into Parent with Parent being the surviving corporation in each such merger and (c) contribution by each other equityholder of Midco of certain equity interests in Midco to Parent in exchange for Parent common stock and Parent warrants and sale of its remaining equity interests in Midco to the Company in exchange for cash.

“Transfer Agent” means Continental Stock Transfer & Trust Company, a New York corporation.

“Treasury regulations” means Treasury regulations promulgated under the Code.

“Trust Account” means the trust account into which $345.0 million of the net proceeds of our IPO and the private placement were deposited for the benefit of the public stockholders.

“Trust Agreement” means that certain Investment Management Trust Account Agreement, dated November 13, 2019, between JIH and Continental Stock Transfer & Trust Company.

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the proposed Transactions. The following questions and answers do not include all the information that may be important to you. We urge stockholders to read carefully this entire proxy statement/prospectus, including the annexes and the other documents referred to herein.

 

Q:	Why are JIH and Janus proposing to enter into the Business Combination?

 

A:

JIH is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In the course of JIH’s search for a business combination partner, JIH investigated the potential acquisition of many entities in various industries and concluded that Janus was the best candidate for a Business Combination with JIH. For more details on JIH’s search for a business combination partner and the Board’s reasons for selecting Janus as JIH’s Business Combination partner, see the sections entitled “Proposal No. 1 — The Business Combination — Background of the Business Combination” and “Proposal No. 1 — The Business Combination — Reasons for the Approval of the Business Combination.”

 

Q:	Why am I receiving this proxy statement/prospectus?

 

A:

Our stockholders are being asked to consider and vote upon a proposal to approve the Business Combination and adopt the Business Combination Agreement, among other proposals. We have entered into the Business Combination Agreement by and among JIH, Midco, Parent, Merger Sub, the Blockers, the Blocker Merger Subs, Holdings, Holdco, JBI and Equityholder Representative, which provides for (a) Merger Sub to be merged with and into the Company with the Company being the surviving corporation in the merger and a wholly owned subsidiary of Parent, (b) each of the Blocker Merger Subs will merge with and into the corresponding Blockers with each such Blocker being the surviving corporation in each such merger and a wholly owned subsidiary of Parent, and each Blocker thereafter will be merged with and into Parent with Parent being the surviving corporation in each such merger and (c) each other equityholder of Midco will contribute certain equity interests in Midco to Parent in exchange for shares of Parent common stock and Parent warrants and will sell its remaining equity interests in Midco to the Company in exchange for cash such that, as a result of the consummation of the Transactions, Midco will become a direct and indirect wholly owned subsidiary of Parent.

Pursuant to the Business Combination Agreement, the aggregate consideration to be paid in the Transactions will consist of, (i) based on Midco’s current capitalization and assuming no redemptions and no purchase price adjustment, an estimated $490.0 million in cash and 70.0 million shares of Parent’s common stock or, assuming $138.8 million in redemptions, an estimated $351.2 million in cash and 83.8 million shares of Parent’s common stock and (ii) warrants to acquire 5,075,000 shares of Parent common stock. The cash consideration will be funded from the cash held in the Trust Account (after permitted redemptions) and the proceeds of an expected issuance and sale of $250.0 million of the Parent’s common stock in a private placement. In addition and by virtue of the JIH Merger, each outstanding share of the Company common stock and the common stock underlying the warrants shall be converted into the right to receive one share of Parent common stock and each Company warrant (other than the warrants held by the Sponsor) shall be converted into the right to receive a Parent warrant upon consummation of the Business Combination and in accordance with the Company Warrant Agreement. By virtue of the JIH Merger, Sponsor’s Company common stock and Company warrants, respectively, will be converted into the right to receive (i) an equivalent number of shares of Parent common stock, 2.0 million of which shall be subject to the terms of the Earnout Agreement (as defined herein) and (ii) Parent warrants representing 50% of the number of Company warrants owned by our Sponsor prior to the closing of the Transactions. The number of shares of Parent’s common stock to be issued as consideration in the Business Combination will be based on a

 

vi

$10.00 per share value. For additional information, see the section in this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Consideration.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Our Class A common stock, units and warrants are currently listed on the NYSE under the symbols “JIH,” “JIH.U” and “JIH WS,” respectively. Parent has applied to list, to be effective at the time of the Business Combination, its common stock and warrants on the NYSE under the symbols “JBI” and “JBI WS,” respectively. At the closing, any of our units that are not already trading separately will separate into their component shares of Parent common stock and warrants to purchase one share of Parent common stock. Upon the consummation of the Business Combination, all JIH units will be separated into their component securities, which will be exchanged for equivalent securities of Parent. We expect our Class A common stock, units and warrants will be delisted from the NYSE.

This proxy statement/prospectus and its annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes, which we urge you to do.

 

Q:	What is being voted on at the special meeting?

 

A:	Our stockholders are being asked to vote on the following proposals:

The Business Combination Proposal — A proposal to approve and adopt the Business Combination and the Business Combination Agreement;

The Incentive Plan Proposal — A proposal to adopt the Parent Omnibus Incentive Plan; and

The Adjournment Proposal — A proposal to approve the adjournment of the special meeting to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal and the Incentive Plan Proposal.

 

Q:	Are the proposals conditioned on one another?

 

A:

The Business Combination Proposal is not conditioned on the approval of any other proposal. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement/prospectus. It is important for you to note that if the Business Combination Proposal is not approved by our stockholders then we will not consummate the Transactions.

 

Q:	Why is JIH providing stockholders with the opportunity to vote on the Business Combination?

 

A:

Our charter requires that we provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination in conjunction with either a tender offer or a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than pursuant to a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to provide our public stockholders with the opportunity to redeem their public shares in connection with the closing of the Transactions.

 

Q:	What will happen in the Business Combination?

 

A:	At the closing, (a) Merger Sub will merge with and into the Company with the Company being the surviving corporation in the merger and a wholly owned subsidiary of Parent, (b) each of the Blocker Merger Subs

 

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will merge with and into the corresponding Blockers with each such Blocker being the surviving corporation in each such merger and a wholly owned subsidiary of Parent, and each Blocker thereafter will be merged with and into Parent with Parent being the surviving corporation in each such merger and (c) each other equityholder of Midco will contribute certain equity interests in Midco to Parent in exchange for shares of Parent common stock and Parent warrants and will sell its remaining equity interests in Midco to the Company in exchange for cash such that, as a result of the consummation of the Transactions, Midco will become a direct and indirect wholly owned subsidiary of Parent. Upon consummation of the Business Combination, Parent will become the public company and change its name to Janus International Group, Inc. Each public stockholder’s common stock and warrants will be automatically converted into an equivalent number of shares of Parent common stock and Parent warrants as a result of the Transactions.

 

Q:	What equity stake will current JIH stockholders and current Janus stockholders hold in Parent after the closing?

 

A:

We anticipate that, upon completion of the Transactions, assuming that none of our stockholders exercise redemption rights and excluding the potential dilutive effect of the Earnout Shares and exercise of the Parent warrants, and that an aggregate of 95.0 million shares of Parent’s common stock will be issued as partial consideration in the Transactions, our existing stockholders and the PIPE Investors will hold in the aggregate approximately 48.6% of Parent’s outstanding common stock (30.2% held by our public stockholders and the Sponsor (of which 25.3% will be held by our public stockholders and 4.9% by the Sponsor based on stock ownership of the Sponsor and public stockholders as of November 16, 2020) and 18.4% held by the PIPE Investors) and the Existing Midco Equityholders will hold 51.4% of Parent’s outstanding common stock. If 13.8 million shares of our Class A common stock are redeemed for cash, which assumes the maximum redemption of our shares taking into account the maximum redemption allowance of 40% of all common stock allowed for redemption pursuant to the Business Combination Agreement, and that an aggregate of 108.8 million shares of Parent’s common stock will be issued as partial consideration in the Business Combination, upon completion of the Business Combination and excluding the potential dilutive effect of the Earnout Shares and exercise of the Parent warrants, our existing stockholders and the PIPE Investors will hold in the aggregate approximately 38.5% of Parent’s outstanding common stock (20.1% will be held by our public stockholders and the Sponsor (of which 15.2% will be held by our public stockholders and 4.9% will be held by our Sponsor based on stock ownership of the Sponsor and public stockholders as of November 16, 2020) and 18.4% held by the PIPE Investors) and the Existing Midco Equityholders will hold approximately 61.5% of Parent’s outstanding common stock. These ownership percentages do not take into account (1) any warrants to purchase Parent’s common stock that will be outstanding following the Business Combination or (2) any equity awards that may be issued under our proposed Parent Omnibus Incentive Plan (the “Omnibus Plan”) following the Business Combination. If the actual facts are different than these assumptions (which is likely), the ownership percentages held by each of our existing stockholders and CCG will be different.

For additional information, see the section entitled “Summary — Impact of the Business Combination on Parent’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information.”

 

Q:	Will JIH obtain new financing in connection with the Business Combination?

 

A:

No. Janus’ existing credit facility will remain in place following the Business Combination. For a summary of the material terms of Janus’ credit facilities, see the section entitled “Janus’ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

 

Q:	What conditions must be satisfied to complete the Transactions?

 

A:	There are a number of closing conditions in the Business Combination Agreement, including that our stockholders have approved the Transactions and adopted the Business Combination Agreement. For a

 

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summary of the conditions that must be satisfied or waived prior to completion of the Transactions, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Conditions to the Closing of the Transactions.”

 

Q:	Why is JIH proposing the Incentive Plan Proposal?

 

A:

The purpose of the Omnibus Plan is to provide eligible employees, directors and consultants of Parent the opportunity to receive stock-based incentive awards in order to encourage such persons to contribute materially to the growth of Parent and align their economic interests with those of its stockholders.

 

Q:	What happens if I sell my shares of Company common stock before the special meeting?

 

A:

The record date for the special meeting is April 8, 2021, and is earlier than the date on which we expect the Business Combination to be completed. If you transfer your shares of common stock after the record date, but before the special meeting, unless the transferee obtains a proxy from you to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of our common stock before the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account. Regardless of whether you transfer your shares of common stock before or after the record date, your transferee will be entitled to exercise redemption rights with respect to the shares purchased by following the procedures set forth in this proxy statement/prospectus.

 

Q:	When and where is the special meeting?

 

A:	The special meeting will be held via live webcast on                , 2021, at                , Eastern Time. Due to the COVID-19 pandemic, JIH will be holding the special meeting virtually at the following URL: https://www.cstproxy.com/juniperindustrial/2021.

 

Q:	Who may vote at the special meeting?

 

A:

Only holders of record of our common stock as of the close of business on April 8, 2021 (the “record date”) may vote at the special meeting. As of the close of business on the record date, there were 43,125,000 shares of our common stock outstanding, consisting of 34,500,000 shares of Class A common stock and 8,625,000 shares of Class B common stock and entitled to vote. For additional information, see the section entitled “Special Meeting of JIH Stockholders — Voting Power; Record Date.”

 

Q:	What constitutes a quorum at the special meeting?

 

A:

A quorum will be present at the special meeting if a majority of the shares of our common stock outstanding and entitled to vote at the special meeting is represented at the meeting online or by proxy. If a stockholder fails to vote his, her or its shares online or by proxy, or if a broker fails to vote online or by proxy shares held by it in nominee name, such shares will not be counted for the purposes of establishing a quorum. If a stockholder who holds his, her or its shares in “street name” through a broker or other nominee fails to give voting instructions to such broker or other nominee (a “broker non-vote”) on all of the proposals set forth in this proxy statement/prospectus, such shares will not be counted for the purposes of establishing a quorum. An abstention from voting, shares represented at the special meeting online or by proxy but not voted on one or more proposals, or a broker non-vote, so long as the stockholder has given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. In the absence of a quorum, the chairman of the special meeting may adjourn the special meeting. Our initial stockholders will count toward this quorum and pursuant to that certain Letter Agreement, entered into at the time of the IPO, by and among JIH, our initial stockholders, the Sponsor, and certain of our directors and executive officer of JIH (the “Letter Agreement”)

 

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have agreed to vote any shares of our common stock owned by them in favor of the Business Combination. As of the record date for the special meeting, the presence online or by proxy of 21,562,501 shares of our common stock is required to achieve a quorum.

 

Q:	What vote is required to approve the proposals presented at the special meeting?

 

A:

The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our common stock. Accordingly, a stockholder’s failure to vote by proxy or to vote online at the special meeting, an abstention from voting or a broker non-vote will each have the same effect as a vote “AGAINST” the Business Combination Proposal.

The approval of each of the Incentive Plan Proposal and the Adjournment Proposal require the affirmative vote of holders of a majority of the total votes cast on such proposal. Accordingly, neither a stockholder’s failure to vote online or by proxy, a broker non-vote nor an abstention will be considered a “vote cast,” and thus will have no effect on the outcome of the Incentive Plan Proposal or the Adjournment Proposal.

Unlike many other blank check companies in which the initial stockholders agree to vote their Founder Shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, after approval of our Board, our initial stockholders have agreed to vote their Founder Shares, as well as any public shares purchased during or after the IPO, in favor of the Business Combination. As a result, in addition to our initial stockholders’ Founder Shares, we would need 12,937,501, or 37.5%, of the 34,500,000 public shares outstanding to be voted in favor of a transaction in order to have the Business Combination approved. Our initial stockholders own shares representing 20% of our outstanding shares of Class A common stock. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if our initial stockholders agreed to vote their Founder Shares in accordance with the majority of the votes cast by our public stockholders.

 

Q:	May the initial stockholders, JIH’s directors, officers, advisors or their respective affiliates purchase shares in connection with the Business Combination?

 

A:

At any time prior to the special meeting, our initial stockholders, directors, officers, advisors or their respective affiliates may purchase shares of our common stock on the open market, and may purchase shares in privately negotiated transactions from stockholders who vote, or indicate an intention to vote, against the Business Combination Proposal, or who have elected or redeem, or indicate an intention to redeem, their shares in connection with the Business Combination. Any such privately negotiated purchases may be effected at purchase prices that are in excess of fair market value or in excess of the per share pro rata portion of the Trust Account. Our initial stockholders, directors, officers, advisors and their respective affiliates may also enter into transactions with stockholders and others to provide them with incentives to acquire shares of our common stock, to vote their shares in favor of the Business Combination Proposal or to not redeem their shares in connection with the Business Combination. While the exact nature of such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such persons against potential loss in value of their shares, including the granting of put options and the transfer to such persons of shares or warrants for nominal value. Our initial stockholders, directors, officers or their respective affiliates will not effect any such purchases when they are in possession of any material non-public information relating to JIH or Janus, during a restricted period under Regulation M under the Exchange Act or in a transaction which would violate Section 9(a)(2) or Rule 10(b)-5 under the Exchange Act.

 

Q:	How many votes do I have at the special meeting?

 

A:	Our stockholders are entitled to one vote at the special meeting for each share of our common stock held of record as of April 8, 2021, the record date for the special meeting. As of the close of business on the record date, there were 43,125,000 outstanding shares of our common stock.

 

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Q:	Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

No. Neither our Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that we are paying for Janus is fair to us from a financial point of view. Neither the Board nor any committee thereof obtained a third-party valuation in connection with the Business Combination. In analyzing the Business Combination, the Board conducted due diligence on Janus and reviewed comparisons of selected financial data of Janus with certain of its peers in the industry and the financial terms set forth in the Business Combination Agreement. Based on the foregoing, the Board concluded that the Business Combination was in the best interest of our stockholders.

 

Q:	How will the initial stockholders and JIH’s directors and officers vote?

 

A:

In connection with our IPO, we entered into an agreement with each of our initial stockholders, our executive officers and our directors, pursuant to which they agreed to vote any shares of our common stock owned by them in favor of a proposed business combination. As of the date of this proxy statement/prospectus, our initial stockholders, executive officers and directors own approximately 19.84% of our issued and outstanding shares of common stock, including all of the Founder Shares. None of our initial stockholders, executive officers or directors have entered into agreements, and are not currently in negotiations, to purchase or sell shares prior to the record date.

 

Q:	What interests do JIH’s current officers and directors have in the Business Combination?

 

A:

None of our Sponsor or current officers or directors will receive any interest in the Business Combination other than the interests they owned prior to the Business Combination or as described herein. Our directors and executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of our stockholders. These interests include:

 

•

that our Sponsor, officers and certain of our directors paid an aggregate of $10,175,000 for their Founder Shares and private placement warrants and that such securities should have a significantly higher value at the time of the Business Combination and will have little or no value if we do not complete the Business Combination;

 

•

that our Sponsor, officers and directors will hold Parent common stock following the Business Combination, subject to lock-up agreements and the Earnout Agreement, the aggregate value of which is estimated to be approximately $111,262,500, assuming the per share value of the Parent common stock is the same as the $12.90 per share closing price of our Class A common stock on the NYSE as of March 15, 2021;

 

•

that our Sponsor, officers and directors will hold warrants to purchase shares of Parent common stock following the Business Combination the aggregate value of which is estimated to be approximately $13,651,750 assuming the per warrant value is the same as the $2.69 per warrant closing price of our warrants on the NYSE on March 15, 2021;

 

•

that certain of our officers and directors and affiliates of our Sponsor have agreed to purchase an aggregate of 2,400,000 shares of Parent common stock at $10.00 per share in the PIPE Investment on the same terms and conditions as the other PIPE Investors;

 

•

that our Sponsor, officers and directors have waived their redemption rights with respect to their shares of common stock in connection with the Business Combination, and have waived their redemption and liquidation rights with respect to their Founder Shares if we are unable to complete a business combination by November 13, 2021;

 

•

if we are unable to complete a business combination by November 13, 2021, our Sponsor will be liable for ensuring that the proceeds in the Trust Account are not reduced below $10.00 per public share by

 

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the claims of target businesses or claims of vendors or other entities to which we owe money for services rendered or contracted for or products sold to us, but only if such a vendor or target business has not executed such a waiver;

 

•

that Roger Fradin and Brian Cook will be members of the board of directors of the Parent after the closing of the Business Combination and, therefore, in the future Mr. Fradin and Mr. Cook may receive any cash fees, stock options or stock awards that the Parent’s board of directors determines to pay to its non-executive directors;

 

•

that our Sponsor has agreed to loan us funds in an amount up to $1,500,000 for working capital requirements and to finance transaction costs in connection with an initial business combination, and any amounts outstanding under this loan will not be repaid from the Trust Account if we are unable to complete a business combination by November 13, 2021;

 

•

that our officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; however, if we fail to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement and we may not be able to reimburse these expenses if the merger or another business combination, is not completed by November 13, 2021; and

 

•

the continued indemnification of our current directors and officers and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal and the other proposals set forth in this proxy statement/prospectus.

 

Q:	What voting interests will our current stockholders, Existing Midco Equityholders and the PIPE Investors hold in Parent immediately following the consummation of the Business Combination?

 

A:	We anticipate that, upon completion of the Business Combination, the voting interests in Parent will be as set forth in the table below (excluding the potential dilutive effect of the Earnout Shares and exercise of Parent warrants):

 

		No Redemption Scenario								Maximum Redemption Scenario								Mean
		Shares				%				Shares				%				Shares				%
Shares held by JIH stockholders			41,125,000				30.2	%			27,325,000				20.1	%			34,225,000				25.1	%
Shares held by Existing Midco Equityholders			70,000,000				51.4	%			83,800,000				61.5	%			76,900,000				56.5	%
Shares issued to PIPE Investors			25,000,000				18.4	%			25,000,000				18.4	%			25,000,000				18.4	%
Closing shares			136,125,000				100	%			136,125,000				100	%			136,125,000				100	%

 

Q:	What happens if I vote against the Business Combination Proposal?

 

A:

If the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination by November 13, 2021, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders. Our current charter does not provide any means to extend the November 13, 2021 deadline for completing a business combination. For additional information, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Covenants of the Parties” for more information.

 

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Q:	Do I have redemption rights?

 

A:

If you are a holder of public shares, you may redeem your public shares for cash equal to a pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (including any portion of the interest earned thereon which was not previously used or distributed to us to pay dissolution expenses or taxes), upon the consummation of the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom such holder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to an aggregate of 15% or more of the outstanding public shares. Our initial stockholders have waived their redemption rights with respect to their Founder Shares in connection with the Business Combination, and our initial stockholders have also waived their redemption rights with respect to any public shares they hold in connection with the Business Combination. All such shares held by our initial stockholders will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $347.5 million on December 31, 2020, the estimated per share redemption price would have been approximately $10.06. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including any portion of the interest earned thereon which was not previously used or distributed to us to pay dissolution expenses or taxes) upon our liquidation.

 

Q:	Do the initial stockholders or JIH’s directors and officers have redemption rights in connection with the Business Combination?

 

A:	No. Our initial stockholders, directors and officers have waived their redemption rights with respect to their shares of common stock in connection with the Business Combination.

 

Q:	Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights regardless of whether, or how, you vote your shares of our common stock on the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.

 

Q:	How do I exercise my redemption rights?

 

A:

In order to exercise your redemption rights, you must, prior to                , Eastern Time, on                , 2021 (two business days before the special meeting), (i) submit a written request, which includes the name of the beneficial owner of the shares to be redeemed, to our Transfer Agent that we redeem your public shares for cash, and (ii) deliver your stock to our Transfer Agent physically or electronically through The Depository Trust Company (“DTC”). The address of Continental Stock Transfer & Trust Company, our Transfer Agent, is listed under the question “Who can help answer my questions?” below.

Any demand for redemption, once made, may be withdrawn at any time until the date of the special meeting. If you deliver your shares for redemption to our Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that our Transfer Agent return the shares to you (physically or electronically). You may make such request by contacting our Transfer Agent at the address listed under the question “Who can help answer my questions?” below.

 

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Q:	What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. Please see the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations — Redemption of our Common Stock.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

 

Q:	What are the U.S. federal income tax consequences to me as a result of the Business Combination?

 

A:

Subject to the limitations set forth under the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations,” the Business Combination transactions should qualify as a tax-deferred transaction under Section 351 of the Code, and it is at least more likely than not that the JIH Merger qualifies as a tax-deferred reorganization under Section 368 of the Code. However, there is no authority directly on point with respect to a transaction involving the same facts. If they so qualify, public stockholders would not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of our common stock solely for Parent common stock, and holders of JIH warrants would not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of JIH warrants for Parent warrants. You are strongly urged to consult your tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of the Business Combination (including the JIH Merger) to you. Please see the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.”

 

Q:	If I am a Company warrant holder, can I exercise redemption rights with respect to my warrants?

 

A:

No. The holders of JIH warrants have no redemption rights with respect to JIH warrants or any shares of our common stock underlying JIH warrants. Upon consummation of the Transactions, JIH warrants shall, by their terms, entitle the holders to purchase shares of Parent common stock in lieu of shares of our Class A common stock at a purchase price of $11.50 per share, subject to adjustment.

 

Q:	Do I have appraisal rights if I object to the proposed Business Combination?

 

A:

If you are a holder of JIH Class A common stock, no. There are no appraisal rights available to holders of the JIH Class A common stock in connection with the Business Combination. Appraisal rights are available to holders of our Class B common stock who strictly comply with the procedures set forth in Section 262 of the DGCL in connection with the Business Combination. For additional information, see the section entitled “Appraisal Rights.”

 

Q:	What happens to the funds held in the Trust Account upon consummation of the Business Combination?

 

A:

If the Business Combination is consummated, the funds held in the Trust Account will be released to us, and those funds will be used to pay or fund (i) the portion of consideration payable in cash pursuant to the Business Combination Agreement, (ii) the redemption price for shares of our Class A common stock redeemed by our stockholders who properly exercise redemption rights, (iii) up to $12.075 million in deferred underwriting compensation payable to UBS as underwriter of our IPO, (iv) fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by or on behalf of the Company, Parent, Merger Sub, Midco, Parent, Merger Sub, the Blockers, the Blocker Merger Subs, Holdings, Holdco, JBI, Equityholder Representative and Janus in connection with the Business Combination and the other transactions contemplated by the Business Combination Agreement, and (v) general corporate purposes of Parent, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. For additional information, see the section entitled “Certain Relationships and Related Transactions — JIH’s Related Party Transactions.”

 

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Q:	What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A:

Public stockholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders.

However, the consummation of the Business Combination is conditioned upon, among other things, approval and adoption by holders of our common stock of the (i) Transactions, (ii) the Business Combination Agreement and (iii) the issuance of shares of Parent common stock (including the Earnout Shares) in connection with the Transactions.

That JIH shall have no more than 40% of its public stockholders exercise their redemption rights is also a condition the Business Combination Agreement.

In addition, with fewer shares of Class A common stock and public stockholders, the trading market for Class A common stock may be less liquid than the market for shares of Class A common stock was prior to consummation of the Business Combination and JIH may not be able to meet the listing standards for the NYSE or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Parent’s business will be reduced.

 

Q:	What happens if the Business Combination is not consummated?

 

A:	There are certain circumstances under which the Business Combination Agreement may be terminated. For additional information, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Termination” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, we are unable to complete the Transactions or another business combination transaction by November 13, 2021, our charter provides that we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem all public shares then outstanding at a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to us for regulatory withdrawals and not previously released to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

We expect that the amount of any distribution our public stockholders will be entitled to receive upon our dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. Holders of our Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to our outstanding warrants. Accordingly, the warrants will expire worthless.

 

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Q:	When is the Business Combination expected to be completed?

 

A:

We currently anticipate that the Business Combination will be consummated within two days following the special meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived in accordance with the Business Combination Agreement. In any event, we expect the closing of the Transactions to occur on or prior to August 31, 2021.

For a description of the conditions to the consummation of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Conditions to the Closing of the Transactions.”

 

Q:	What do I need to do now?

 

A:

Whether or not you plan to attend the special meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 29, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q:	How do I vote?

 

A:

If you were a holder of record of our common stock on April 8, 2021, the record date for the special meeting, you may vote with respect to the proposals at the special meeting or any adjournment thereof, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly represented and voted at the meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a legal proxy from your broker, bank or nominee.

 

Q:	What will happen if I abstain from voting or fail to vote at the special meeting?

 

A:

At the special meeting, if you abstain from voting with respect to a particular proposal, your shares will be counted as present for purposes of establishing a quorum. For purposes of approving the proposals, failure to vote or an abstention will each have the same effect as a vote “AGAINST” the Business Combination Proposal. A failure to vote or an abstention will have no effect on the outcome of each of the Incentive Plan Proposal and the Adjournment Proposal.

 

Q:	What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A:	Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders at the special meeting or any adjournment thereof.

 

Q:	If I am not going to attend the special meeting, should I return my proxy card instead?

 

A:	Yes. Whether you plan to attend the special meeting or not, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

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Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted as present for the purpose of determining the existence of a quorum at the special meeting so long as a stockholder has given the broker or other nominee voting instructions on at least one of the proposals set forth in this proxy statement/prospectus. However, broker non-votes will not be counted as “votes cast” at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

 

Q:	May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to our Transfer Agent at the address listed under “Who can help answer my questions” below so that it is received by the Transfer Agent prior to the special meeting, or attend the special meeting online and vote. You also may revoke your proxy by sending a notice of revocation to our chief financial officer, which must be received by our chief financial officer prior to the special meeting.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

Q:	Who will solicit and pay the cost of soliciting proxies?

 

A:

We will pay the cost of soliciting proxies for the special meeting. We intend to engage MacKenzie Partners, Inc. (the “Proxy Solicitor”) to assist in the solicitation of proxies for the special meeting. We will pay a fee of $12,500 plus a per call fee for any incoming or outgoing stockholder calls for such services. We will reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

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Q:	Who can help answer my questions?

 

A:	If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Brian Cook, Chief Executive Officer and Chief Financial Officer

Juniper Industrial Holdings, Inc.

14 Fairmount Avenue

Chatham, NJ 07928-1835

Tel: (973) 507-0359

Email: bcook@juniperindustrial.com

You may also contact the Proxy Solicitor at:

MacKenzie Partners, Inc.

1407 Broadway, 27^th Floor

New York, New York 10018

Tel: (800) 322-2885 or banks and brokers can call collect at (212) 929-5500

Email: proxy@mackenziepartners.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our Transfer Agent prior to the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

 

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair the business of Parent following the Business Combination. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included elsewhere in this proxy statement/prospectus.

Risks Relating to Janus’ Business and Industry

The following risk factors apply to the business and operations of Janus and its consolidated subsidiaries and will also apply to the business and operations of Parent following the completion of the Business Combination. As used in this section the terms “we,” “us” and “our” refer to Janus, Midco and Parent, as applicable.

Janus’ continued success is dependent upon its ability to hire, retain and utilize qualified personnel.

The success of Janus’ business is dependent upon its ability to hire, retain and utilize qualified personnel, including engineers, craft personnel and corporate management professionals who have the required experience and expertise at a reasonable cost. The market for these and other personnel is competitive. From time to time, it may be difficult to attract and retain qualified individuals with the expertise, and in the timeframe, demanded by Janus’ clients, or to replace such personnel when needed in a timely manner. In certain geographic areas, for example, Janus may not be able to satisfy the demand for its services because of its inability to successfully hire and retain qualified personnel. Loss of the services of, or failure to recruit, qualified technical and management personnel could limit Janus’ ability to successfully complete existing projects and compete for new projects.

In addition, if any key personnel leave or retire from Janus, Janus needs to have appropriate succession plans in place and to successfully implement such plans, which requires devoting time and resources toward identifying and integrating new personnel into leadership roles and other key positions. If Janus cannot attract and retain qualified personnel or effectively implement appropriate succession plans, it could have a material adverse impact on its business, financial condition and results of operations.

The recent coronavirus (COVID-19) pandemic and the global attempt to contain it may harm our industry, business, results of operations and ability to raise additional capital.

The global spread of the coronavirus (COVID-19) and the various attempts to contain it have created significant volatility, uncertainty and economic disruption. In response to government mandates, health care advisories and otherwise responding to employee and vendor concerns, we have altered certain aspects of our operations. A large portion of our professional workforce has had to spend a significant amount of time working from home, which impacts their productivity. International and domestic travel has been severely curtailed, which required the cancellation of dozens of partner and potential partner meetings and the rescheduling to virtual and telephonic forums for other such meetings. Many productions are paused, including productions of third parties who supply us with necessary product. Additionally, trade shows have been cancelled globally, which is a where we have significant interactions with customers and suppliers. Other partners have similarly had their operations altered or temporarily suspended by government mandated shutdowns, both domestically and globally, including distribution partners and those partners that we use for our operations as well as development, production and post-production services. To the extent the resulting economic disruption is severe, we could see some partners and vendors go out of business, resulting in reduced demand from distributors and consequent reduction in forecasted revenue and potential increased write-downs of accounts receivable, as well as supply constraints and increased costs or delays to our production. Such production pauses may cause us temporarily to

 

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have less products available to provide our services in subsequent quarters, which could negatively impact demand for our products and services. Temporary production pauses or permanent shutdowns in production could result in asset impairments or other charges and will change the timing and amount of cash outflows associated with production activity.

Notwithstanding our continued operations and performance, the COVID-19 pandemic may continue to have negative impacts on our operations, supply chain, transportation networks and customers, which may compress our margins as a result of preventative and precautionary measures that Janus, other businesses, and governments are taking. Any resulting economic downturn could adversely affect demand for our products and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products, services and raw materials. The progression of this matter could also negatively impact our business or results of operations through the temporary closure of our operating locations or those of our customers or suppliers, among others. In addition, the ability of our employees and our suppliers’ and customers’ employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19, or as a result of the control measures noted above, which may significantly hamper our production throughout the supply chain and constrict sales channels. The extent to which the COVID-19 pandemic may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the pandemic and the effectiveness of actions globally to contain or mitigate its effects.

In addition to the potential direct impacts to our business, the global economy is likely to be significantly weakened as a result of the actions taken in response to COVID-19. To the extent that such a weakened global economy impacts consumers’ ability or willingness to pay for our service or vendors’ ability to provide services to us, we could see our business and results of operation negatively impacted. Additionally, if we need to access the capital markets, there can be no assurance that financing may be available on attractive terms, if at all. We will continue to actively monitor the issues raised by the COVID-19 pandemic and may take further actions that alter our business operations, as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, partners and stockholders.

Janus engages in a highly competitive business. If Janus is unable to compete effectively, it could lose market share and its business and results of operations could be negatively impacted.

Janus faces intense competition to provide technical, professional and construction services to clients. The markets Janus serves are highly competitive, and it competes against many local, regional and national companies.

The extent of Janus’ competition varies by industry, geographic area and project type. Janus’ projects are frequently awarded through a competitive bidding process, which is standard in its industry. Janus is constantly competing for project awards based on pricing, schedule and the breadth and technical sophistication of its services. Competition can place downward pressure on Janus’ contract prices and profit margins, and may force Janus to accept contractual terms and conditions that are less favorable to it, thereby increasing the risk that, among other things, it may not realize profit margins at the same rates as it has seen in the past or may become responsible for costs or other liabilities it has not accepted in the past. If Janus is unable to compete effectively, it may experience a loss of market share or reduced profitability or both, which, if significant, could have a material adverse impact on Janus’ business, financial condition and results of operations.

Janus’ business strategy relies in part on acquisitions to sustain its growth. Acquisitions of other companies present certain risks and uncertainties.

Janus’ business strategy involves growth through, among other things, the acquisition of other companies. Janus tries to evaluate companies that it believes will strategically fit into its business and growth objectives, including, for example, Janus’ acquisition of Nokē, Inc. (“NOKE”) in December 2018. If Janus is unable to successfully integrate and develop acquired businesses, it could fail to achieve anticipated synergies and cost

 

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savings, including any expected increases in revenues and operating results, which could have a material adverse effect on its financial results.

Janus may not be able to identify suitable acquisition or strategic investment opportunities or may be unable to obtain the required consent of its lenders and, therefore, may not be able to complete such acquisitions or strategic investments. Janus may incur expenses associated with sourcing, evaluating and negotiating acquisitions (including those that do not get completed), and it may also pay fees and expenses associated with financing acquisitions to investment banks and other advisors. Any of these amounts may be substantial, and together with the size, timing and number of acquisitions Janus pursues, may negatively affect and cause significant volatility in its financial results.

In addition, Janus has assumed, and may in the future assume, liabilities of the company it is acquiring. While Janus retains third-party advisors to consult on potential liabilities related to these acquisitions, there can be no assurances that all potential liabilities will be identified or known to it. If there are unknown liabilities or other obligations, Janus’ business could be materially affected.

Our dependence on, and the price and availability of, raw materials (such as steel coil) as well as purchased components may adversely affect our business, results of operations and financial condition.

We are subject to fluctuations in market prices for raw materials such as steel and energy. In recent years, the prices of various raw materials have increased significantly, and we have been unable to avoid exposure to global price fluctuations and supply limitations, such as have occurred with the cost and availability of steel coil and related products. Additionally, although most of the raw materials and purchase components we use are commercially available from a number of sources, we could experience disruptions in the availability of such materials. If we are unable to purchase materials we require or are unable to pass on price increases to our customers or otherwise reduce our cost of goods or services sold, our business, results of operations and financial condition may be adversely affected.

The outcome of pending and future claims and litigation could have a material adverse impact on Janus’ business, financial condition and results of operations.

Janus is a party to claims and litigation in the normal course of business. Since Janus engages in engineering and construction activities for large facilities and projects where design, construction or systems failures can result in substantial injury or damage to employees or others, it is exposed to claims and litigation and investigations if there is a failure at any such facility or project. Such claims could relate to, among other things, personal injury, loss of life, business interruption, property damage, pollution and environmental damage and be brought by Janus’ clients or third-parties, such as those who use or reside near its clients’ projects. Janus can also be exposed to claims if it agreed that a project will achieve certain performance standards or satisfy certain technical requirements and those standards or requirements are not met. In addition, while clients and subcontractors may agree to indemnify Janus against certain liabilities, such third-parties may refuse or be unable to pay it.

We may be subject to liability if we breach our contracts, and our insurance may be inadequate to cover our losses.

We are subject to numerous obligations in our contracts with organizations using our products and services, as well as vendors and other companies with which we do business. We may breach these commitments, whether through a weakness in our procedures, systems, and internal controls, negligence, or through the willful act of an employee or contractor. Our insurance policies, including our errors and omissions insurance, may be inadequate to compensate us for the potentially significant losses that may result from claims arising from breaches of our contracts, as well as disruptions in our services, failures or disruptions to our infrastructure, catastrophic events and disasters, or otherwise.

 

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In addition, our insurance may not cover all claims made against us, and defending a suit, regardless of its merit, could be costly and divert management’s attention. Further, such insurance may not be available to us in the future on economically reasonable terms, or at all.

We are potentially subject to taxation related risks in multiple jurisdictions, and changes in U.S. tax laws, in particular, could have a material adverse effect on our business, cash flow, results of operations or financial condition.

We are a U.S.-based company potentially subject to tax in multiple U.S. and non-U.S. tax jurisdictions. Significant judgment will be required in determining our global provision for income taxes, deferred tax assets or liabilities and in evaluating our tax positions on a worldwide basis. While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be overturned by jurisdictional tax authorities, which may have a significant impact on our global provision for income taxes.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. In particular, on December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “Tax Act”), which significantly revises the Code. The Tax Act was recently amended by the Coronavirus Aid, Relief, and Economic Security Act in 2020. Certain provisions of the Tax Act may adversely affect us. The Tax Act requires complex computations that were not previously provided for under U.S. tax law. Furthermore, the Tax Act requires significant judgments to be made in interpretation of the law and significant estimates in the calculation of the provision for income taxes. Additional interpretive guidance may be issued by the U.S. Internal Revenue Service, the U.S. Department of the Treasury or another governing body that may significantly differ from the Company’s interpretation of the Tax Act, which may result in a material adverse effect on our business, cash flow, results of operations or financial condition. In addition, governmental tax authorities are increasingly scrutinizing the tax positions of companies. Many countries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws that, if enacted, could increase our tax obligations in countries where we do business. If U.S. or non-U.S. tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted.

Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, including user and corporate information, or theft of intellectual property, including digital assets, which could adversely impact our financial condition or harm our reputation.

Our reputation and ability to attract, retain and serve our users is dependent upon the reliable performance and security of our computer systems, mobile and other user applications, and those of third parties that we utilize in our operations. These systems may be subject to cyber incident, damage or interruption from earthquakes, adverse weather conditions, lack of maintenance due to the COVID-19 pandemic, other natural disasters, terrorist attacks, power loss or telecommunications failures. Additionally, threats to network and data security are constantly evolving and becoming increasingly diverse and sophisticated. Interruptions in, destruction or manipulation of these systems, or with the internet in general, could make our service unavailable or degraded or otherwise hinder our ability to deliver our services. Service interruptions, errors in our software or the unavailability of computer systems used in our operations, delivery or user interface could diminish the overall attractiveness of our user service to existing and potential users.

Our computer systems, mobile and other applications and systems of third parties we use in our operations are vulnerable to cybersecurity risks, including cyber-attacks and loss of confidentiality, integrity or availability, both from state-sponsored and individual activity, such as hacks, unauthorized access, computer viruses, denial

 

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of service attacks, physical or electronic break-ins and similar disruptions and destruction. Such systems may periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of data or intellectual property. Any attempt by hackers to obtain our data (including customer and corporate information) or intellectual property, disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could harm our business, be expensive to remedy and damage our reputation. We have implemented certain systems and processes to thwart hackers and protect our data and systems. From time to time, we have experienced an unauthorized release of certain digital assets, however, to date these unauthorized releases have not had a material impact on our service or systems. There is no assurance that hackers may not have a material impact on our service or systems in the future. There is no 100% security guarantee. Our insurance may cover some, but not necessarily all expenses/losses associated with a cyber-attack and resultant business disruption. Any significant disruption to our service or access to our systems could result in a loss of users, liability and adversely affect our business and results of operation.

We utilize our own communications and computer hardware systems located either in our facilities or in that of a third-party web hosting provider. In addition, we utilize third-party “cloud” computing services in connection with our business operations. Problems faced by us or our third-party Web hosting, “cloud” computing, or other network providers, including technological or business-related disruptions, as well as cybersecurity threats, could adversely impact the experience of our users.

We face system security risks as we depend upon automated processes and the Internet and we could damage our reputation, incur substantial additional costs and become subject to litigation if our systems are penetrated.

We are increasingly dependent upon automated information technology processes, and many of our new customers come from the telephone or over the Internet. Moreover, the nature of our business involves the receipt and retention of personal information about our customers. We also rely extensively on third-party vendors to retain data, process transactions and provide other systems and services. These systems, and our systems, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, malware, and other destructive or disruptive security breaches and catastrophic events, such as a natural disaster or a terrorist event or cyber-attack. In addition, experienced computer programmers and hackers may be able to penetrate our security systems and misappropriate our confidential information, create system disruptions, or cause shutdowns. Such data security breaches as well as system disruptions and shutdowns could result in additional costs to repair or replace such networks or information systems and possible legal liability, including government enforcement actions and private litigation. In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to discontinue our services.

If we are unable to attract and retain team members or contract with third parties having the specialized skills or technologies needed to support our systems, implement improvements to our customer-facing technology in a timely manner, quickly and efficiently fulfill our customers products and payment methods they demand, or provide a convenient and consistent experience for our customers regardless of the ultimate sales channel, our ability to compete and our results of operations could be adversely affected.

Our brand is integral to our success. If we fail to effectively maintain, promote, and enhance our brand in a cost-effective manner, our business and competitive advantage may be harmed.

We believe that maintaining and enhancing our reputation and brand recognition is critical to our relationships with existing customers, providers and strategic partners, and to our ability to attract new customers, providers and strategic partners. The promotion of our brand may require us to make substantial investments, and we anticipate that, given the highly competitive nature of our market, these marketing initiatives may become increasingly difficult and expensive. Brand promotion and marketing activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased

 

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revenue may not offset the expenses we incur and our results of operations could be harmed. In addition, any factor that diminishes our reputation or that of our management, including failing to meet the expectations of our customers, providers, or partners, could harm our reputation and brand and make it substantially more difficult for us to attract new customers, providers, and partners. If we do not successfully maintain and enhance our reputation and brand recognition in a cost-effective manner, our business may not grow and we could lose our relationships with customers, providers, and partners, which could harm our business, financial condition and results of operations.

Economic uncertainty or downturns, particularly as it impacts particular industries, could adversely affect our business and results of operations.

In recent years, the United States and other significant markets have experienced cyclical downturns and worldwide economic conditions remain uncertain. This has especially been the case in 2020 as a result of the COVID-19 pandemic. Economic uncertainty and associated macroeconomic conditions make it extremely difficult for our partners, suppliers, and us to accurately forecast and plan future business activities, and could cause our customers to slow spending on our offerings, which could adversely affect our ability to complete current projects and attract new customers.

A significant downturn in the domestic or global economy may cause our customers to pause, delay, or cancel spending on our platform or seek to lower their costs by exploring alternative providers or our competitors. To the extent purchases of our offerings are perceived by customers and potential customers as discretionary, our revenue may be disproportionately affected by delays or reductions in general spending. Also, competitors may respond to challenging market conditions by lowering prices and attempting to lure away our customers.

We cannot predict the timing, strength, or duration of any economic slowdown or any subsequent recovery generally, or any industry in particular. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition and results of operations could be materially adversely affected.

If we are unable to develop new offerings, achieve increased consumer adoption of those offerings or penetrate new vertical markets, our business and financial results could be materially adversely affected.

Our success depends on our continued innovation to provide product and service offerings that make our products and service offerings useful for consumers. Accordingly, we must continually invest resources in product, technology and development in order to improve the comprehensiveness and effectiveness of our products and service offerings and effectively incorporate new technologies into them. These product, technology and development expenses may include costs of hiring additional personnel and of engaging third-party service providers and other research and development costs.

Without innovative products and service offerings, we may be unable to attract additional consumers or retain current consumers, which could adversely affect our ability to attract and retain customers, which could, in turn, harm our business and financial results. In addition, while we have historically concentrated our efforts on the self-storage and commercial markets. We may penetrate additional vertical markets in order to aid in our long-term growth goals. Our success in the self-storage and commercial markets depends on our deep understanding of these industries. In order to penetrate new vertical markets, we will need to develop a similar understanding of those new markets and the associated business challenges faced by participants in them. Developing this level of understanding may require substantial investments of time and resources and we may not be successful. In addition, these new vertical markets may have specific risks associated with them.

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and

 

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regulations that govern public companies. As a public company following completion of the Business Combination, we will be subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations. These obligations and scrutiny will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

Our corporate culture has contributed to our success and, if we are unable to maintain it as we grow, our business, financial condition and results of operations could be harmed.

We have experienced and may continue to experience rapid expansion of our employee ranks. We believe our corporate culture has been a key element of our success. However, as our organization grows, it may be difficult to maintain our culture, which could reduce our ability to innovate and operate effectively. The failure to maintain the key aspects of our culture as our organization grows could result in decreased employee satisfaction, increased difficulty in attracting top talent, increased turnover and could compromise the quality of our client service, all of which are important to our success and to the effective execution of our business strategy. In the event we are unable to maintain our corporate culture as we grow to scale, our business, financial condition and results of operations could be harmed.

Our past growth may not be indicative of our future growth, and our revenue growth rate may decline in the future.

Our revenue grew from $484,730,924 in 2018 to $565,292,187 in 2019, an increase of 17%. This growth may not be indicative of our future growth, if any, and we will not be able to grow as expected, or at all, if we do not accomplish the following:

 

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increase the number of customers;

 

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further improve the quality of our products and service offerings, and introduce high-quality new products;

 

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timely adjust expenditures in relation to changes in demand for the underlying products and services offered;

 

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maintain brand recognition and effectively leverage our brand; and

 

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attract and retain management and other skilled personnel for our business.

Our revenue growth rates may also be limited if we are unable to achieve high market penetration rates as we experience increased competition. If our revenue or revenue growth rates decline, investors’ perceptions of our business may be adversely affected and the market price of our common stock could decline.

We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us, our business, operating results and financial condition may be harmed.

We intend to continue to make investments to support our growth and may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, including to increase our marketing expenditures to improve our brand awareness, develop new product and service offerings and existing product and service offerings, enhance our operating infrastructure and acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. However, additional funds may not be available when we need them, on terms that are acceptable to us, or at all. Volatility in the credit markets also may have an adverse effect on our ability to obtain debt financing.

 

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If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, operating results, financial condition and prospects could be materially adversely affected.

We may not be able to generate sufficient cash to service our obligations and any debt we incur.

Our ability to make payments on our obligations and any debt we incur in the future will depend on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may be unable to attain a level of cash flows from operating activities sufficient to permit us to pay our obligations, including amounts due under our obligations, and the principal, premium, if any, and interest on any debt we incur.

If we are unable to service our obligations and any debt we incur from cash flows, we may need to refinance or restructure all or a portion of such obligations prior to maturity. Our ability to refinance or restructure obligations and any debt we incur will depend upon the condition of the capital markets and our financial condition at such time. Any refinancing or restructuring could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. If our cash flows are insufficient to service our then-existing debt and other obligations, we may not be able to refinance or restructure any of these obligations on commercially reasonable terms or at all and any refinancing or restructuring could have a material adverse effect on our business, results of operations or financial condition.

If our cash flows are insufficient to fund our obligations and any debt we incur in the future and we are unable to refinance or restructure these obligations, we could face substantial liquidity problems and may be forced to reduce or delay investments and capital expenditures or to sell material assets or operations to meet our then-existing debt and other obligations. We cannot assure you that we would be able to implement any of these alternative measures on satisfactory terms or at all or that the proceeds from such alternatives would be adequate to meet any debt or other obligations then due. If it becomes necessary to implement any of these alternative measures, our business, results of operations or financial condition could be materially and adversely affected.

We may not be able to adequately protect our proprietary and intellectual property rights in our data or technology.

Our success is dependent, in part, upon protecting our proprietary information and technology. We may be unsuccessful in adequately protecting our intellectual property. No assurance can be given that confidentiality, non-disclosure, or invention assignment agreements with employees, consultants, or other parties will not be breached and will otherwise be effective in controlling access to and distribution of our platform or solutions, or certain aspects of our platform or solutions, and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform or solutions. Additionally, certain unauthorized use of our intellectual property may go undetected, or we may face legal or practical barriers to enforcing our legal rights even where unauthorized use is detected.

Current law may not provide for adequate protection of our platform or data. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent we expand our international activities, our exposure to unauthorized copying and use of our data or certain aspects of our platform, or our data may increase. Competitors, foreign governments, foreign government-backed actors, criminals, or other third parties may gain unauthorized access to our proprietary information and technology.

 

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Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our technology and intellectual property.

To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights, and we may or may not be able to detect infringement by our customers or third parties. Litigation has been and may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming, and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our platform or solutions, impair the functionality of our platform or solutions, delay introductions of new features, integrations, and capabilities, result in our substituting inferior or more costly technologies into our platform or solutions, or injure our reputation. In addition, we may be required to license additional technology from third parties to develop and market new features, integrations, and capabilities, and we cannot be certain that we could license that technology on commercially reasonable terms or at all, and our inability to license this technology could harm our ability to compete.

We may in the future be sued by third parties for various claims including alleged infringement of proprietary intellectual property rights.

There is considerable patent and other intellectual property development activity in our market, and litigation, based on allegations of infringement or other violations of intellectual property, is frequent in software and internet-based industries. We may receive communications from third parties, including practicing entities and non-practicing entities, claiming that we have infringed their intellectual property rights.

In addition, we may be sued by third parties for breach of contract, defamation, negligence, unfair competition, or copyright or trademark infringement or claims based on other theories. We could also be subject to claims based upon the services that are accessible from our website through links to other websites or information on our website supplied by third parties or claims that our collection of information from third-party sites without a license violates certain federal or state laws or website terms of use. We could also be subject to claims that the collection or provision of certain information breached laws or regulations relating to privacy or data protection. As a result of claims against us regarding suspected infringement, our technologies may be subject to injunction, we may be required to pay damages, or we may have to seek a license to continue certain practices (which may not be available on reasonable terms, if at all), all of which may significantly increase our operating expenses or may require us to restrict our business activities and limit our ability to deliver our products and services and/or certain features, integrations, and capabilities of our platform. As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense and/or cause us to alter our products or services, which could negatively affect our business. Further, many of our subscription agreements require us to indemnify our customers for third-party intellectual property infringement claims, so any alleged infringement by us resulting in claims against such customers would increase our liability. Our exposure to risks associated with various claims, including the use of intellectual property, may be increased as a result of acquisitions of other companies. For example, we may have a lower level of visibility into the development process with respect to intellectual property or the care taken to safeguard against infringement risks with respect to the acquired company or technology. In addition, third parties may make infringement and similar or related claims after we have acquired technology that had not been asserted prior to our acquisition.

 

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Adverse macroeconomic and business conditions may significantly and negatively affect the self-storage and commercial market, which could have a negative effect on our business and therefore our results of operations.

We are susceptible to the indirect effects of adverse macro-economic events that can result in higher unemployment, shrinking demand for products, large-scale business failures and tight credit markets. Specifically, if adverse macroeconomic and business conditions significantly affect self-storage and commercial market rental rates and occupancy levels, our customers could reduce spending surrounding our products and services, which could have a negative effect on our business and therefore our results of operations. Thus, our results of operations are sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures. Adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, and fuel and energy costs, could reduce consumer spending or cause consumers to shift their spending to other products and services. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.

It is difficult to determine the breadth and duration of economic and financial market disruptions and the many ways in which they may affect our customers and our business in general. Nonetheless, financial and macroeconomic disruptions could have a significant adverse effect on our sales, profitability, and results of operations.

Rising operating expenses for our customers could indirectly reduce our cash flow and funds available for future distributions.

Our customers’ self-storage and commercial market facilities and any other facilities they acquire or develop in the future are and will be subject to operating risks common to real estate in general, any or all of which may negatively affect our customers, and in turn, negatively affect us. Our customers’ self-storage and commercial market facilities are subject to increases in operating expenses such as real estate and other taxes, personnel costs including the cost of providing specific medical coverage to their employees, utilities, insurance, administrative expenses, and costs for repairs and maintenance. If our customers’ operating expenses increase without a corresponding increase in revenues, they may decrease discretionary spending, which could affect our profitability could diminish and limit our ability to make distributions to our shareholders.

Certain of our customers have negotiating leverage, which may require that we agree to terms and conditions that result in increased cost of sales, decreased revenue, and lower average selling prices and gross margins, all of which could harm our results of operations.

Some of our customers have bargaining power when negotiating new projects or renewals of existing agreements and have the ability to buy similar products from other vendors or develop such systems internally. These customers have and may continue to seek advantageous pricing and other commercial and performance terms that may require us to develop additional features in the products we sell to them or add complexity to our customer agreements. We have been required to, and may continue to be required to, reduce the average selling price of our products in response to these pressures. If we are unable to avoid reducing our average selling prices or otherwise negotiate renewals with certain of our customers on favorable terms, our results of operations could be harmed.

Privacy concerns could result in regulatory changes that may harm our business.

Personal privacy has become a significant issue in the jurisdictions in which we operate. Many jurisdictions in which we operate, including California, Canada and certain European Union member states, have imposed restrictions and requirements on the use of personal information by those collecting such information. The regulatory framework for privacy issues is rapidly evolving and future enactment of more restrictive laws, rules, or regulations and/or future enforcement actions or investigations could have a materially adverse impact on us

 

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through increased costs or restrictions on our business or our customers businesses. Failure to comply with such laws and regulations could result in consent orders or regulatory penalties and significant legal liability, including fines, which could damage our reputation and have an adverse effect on our results of operations or financial condition.

Extensive environmental regulation to which we are subject creates uncertainty regarding future environmental expenditures and liabilities.

Under environmental regulations such as the Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”), owners and operators of real estate may be liable for the costs of investigating and remediating certain hazardous substances or other regulated materials on or in such property. Such laws often impose liability, without regard to knowledge or fault, for removal or remediation of hazardous substances or other regulated materials upon owners and operators of contaminated property, even after they no longer own or operate the property. Moreover, the past or present owner or operator of a property from which a release emanates could be liable for any personal injuries or property damages that may result from such releases, as well as any damages to natural resources that may arise from such releases. The presence of such substances or materials, or the failure to properly remediate such substances, may adversely affect the owner’s or operator’s ability to lease, sell or rent such property or to borrow using such property as collateral.

Risks Relating to JIH and the Business Combination

Following the consummation of the Business Combination, Parent’s only significant asset will be ownership of Janus’ business through its indirect ownership interest in Midco. If Janus’ business is not profitably operated, Midco may be unable to pay us dividends or make distributions or loans to enable Parent to pay any dividends on its common stock or satisfy its other financial obligations.

Following the consummation of the Business Combination, Parent will have no direct operations and no significant assets other than the indirect ownership of Midco, which will operate Janus’ business. Parent will depend on profits generated by Janus’ business for distributions and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company, and to pay any dividends with respect to its capital stock. Legal and contractual restrictions in agreements governing the indebtedness of Parent, as well as the financial condition and operating requirements of Parent, may limit its ability to receive distributions from Midco and the Janus business following the Business Combination.

Provisions in Parent’s amended and restated certificate of incorporation and Delaware law may inhibit a takeover of Parent, which could limit the price investors might be willing to pay in the future for its common stock and could entrench management.

Parent’s amended and restated certificate of incorporation and bylaws will contain provisions to limit the ability of others to acquire control of Parent’s company or cause Parent to engage in change-of-control transactions, including, among other things:

 

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provisions that authorize Parent’s board of directors, without action by Parent’s stockholders, to authorize by resolution the issuance of shares of preferred stock and to establish the number of shares to be included in such series, along with the preferential rights determined by Parent’s board of directors; provided that, Parent’s board of directors may also, subject to the rights of the holders of preferred stock, authorize shares of preferred stock to be increased or decreased by the approval of the board of directors and the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the corporation;

 

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provisions that impose advance notice requirements and other requirements and limitations on the ability of stockholders to propose matters for consideration at stockholder meetings; and

 

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a staggered board whereby Parent’s directors are divided into three classes, with each class subject to retirement and reelection once every three years on a rotating basis.

 

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These provisions could have the effect of depriving Parent’s stockholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of Parent in a tender offer or similar transaction. With Parent’s staggered board of directors, at least two annual meetings of stockholders will generally be required in order to effect a change in a majority of Parent’s directors. Parent’s staggered board of directors can discourage proxy contests for the election of Parent’s directors and purchases of substantial blocks of Parent’s shares by making it more difficult for a potential acquirer to gain control of Parent’s board of directors in a relatively short period of time.

Parent’s amended and restated certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with Parent or its directors, officers, employees or stockholders.

Parent’s amended and restated certificate of incorporation will provide that, unless Parent consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on Parent’s behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any current or former of Parent’s directors, officers, stockholders, agents or other employees to Parent or Parent’s shareholders, or any claim for aiding and abetting such alleged breach, (3) any action asserting a claim against Parent or any director, officer, stockholder, agent or other employee of Parent arising pursuant to any provision of the DGCL, Parent’s certificate of incorporation or Parent’s bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery or (4) any other action asserting a claim against Parent or any director, officer, stockholder, agent or other employee of Parent that is governed by the internal affairs doctrine; provided that for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action,” will not apply to any claim (a) as to which the Delaware Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Delaware Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Delaware Court of Chancery, or (c) arising under federal securities laws, including the Securities Act as to which the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum. Notwithstanding the foregoing, the provisions of Article XI of the Parent’s amended and restated certificate of incorporation will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in shares of Parent’s capital stock shall be deemed to have notice of and consented to the forum provisions in its amended and restated certificate of incorporation. If any action the subject matter of which is within the scope of the forum provisions is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”); and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Parent or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in Parent’s amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, Parent may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

 

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Parent’s amended and restated certificate of incorporation will renounce any interest or expectancy that Parent has in corporate opportunities that may be presented to Parent’s directors or their respective affiliates, other than those directors who are Parent’s employees. As a result, these persons will not be required to offer certain business opportunities to Parent and may engage in business activities that compete with Parent.

CCG and its affiliates, as well as our other non-employee directors, may engage in activities where their interests conflict with Parent’s interests, such as investing in or advising businesses that directly or indirectly compete with certain portions of Parent’s business. Parent’s amended and restated certificate of incorporation will provide that it does not have an interest or expectancy in corporate opportunities that may be presented to Parent’s directors or their respective affiliates, other than those directors who are Parent’s employees. Accordingly, neither CCG, its affiliates nor any of Parent’s non-employee directors has any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which Parent operates. CCG also may pursue acquisition opportunities that may be complementary to Parent’s business, and, as a result, those acquisition opportunities may not be available to Parent. In addition, CCG may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to other stockholders of Parent. See “Description of Securities — Conflicts of Interest” for more information.

A market for Parent’s securities may not develop, which would adversely affect the liquidity and price of its securities.

Following the Business Combination, the price of Parent’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for Parent’s securities following the Business Combination may never develop or, if developed, it may not be sustained.

NYSE may not list Parent’s securities on its exchange, and if they are listed Parent may be unable to satisfy listing requirements in the future, which could limit investors’ ability to effect transactions in its securities and subject it to additional trading restrictions.

As a result of the proposed Business Combination, Parent intends to apply for listing of its common stock and warrants. While Parent will apply to have its common stock and warrants listed on NYSE upon consummation of the Business Combination, it must meet NYSE’s initial listing requirements. Parent may be unable to meet those requirements. Even if its securities are listed on NYSE following the Business Combination, Parent may be unable to maintain the listing of its securities in the future.

If Parent fails to meet the initial listing requirements and NYSE does not list its securities on its exchange, or if Parent is delisted, there could be significant material adverse consequences, including:

 

•

a limited availability of market quotations for its securities;

 

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a limited amount of news and analyst coverage for Parent; and

 

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a decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities.

We will incur increased costs and obligations as a result of being a public company.

As a privately held company, Janus has not been required to comply with many corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, Parent will incur significant legal, accounting and other expenses that Janus was not required to incur in the recent past. These expenses will increase once Parent is no longer an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure for public companies, including

 

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the Dodd-Frank Act, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and NYSE, have increased the costs and the time that must be devoted to compliance matters. We expect these rules and regulations will increase Parent’s legal and financial costs and lead to a diversion of management time and attention from revenue-generating activities.

For as long as Parent remains an “emerging growth company” as defined in the JOBS Act, it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Parent will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering (its predecessor), (b) in which it has total annual gross revenue of at least $1.07 billion or (c) in which Parent is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which it has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. To the extent Parent chooses not to use exemptions from various reporting requirements under the JOBS Act, or if it no longer can be classified as an “emerging growth company,” we expect that Parent will incur additional compliance costs, which will reduce its ability to operate profitably.

Midco has identified a material weakness in its internal controls over financial reporting and may not be able to establish appropriate internal controls in a timely manner. Failure to achieve and maintain effective internal controls over financial reporting could lead to misstatements in the Company’s financial reporting and adversely affect its business.

As a private company, Midco was not required to document and test its internal controls over financial reporting nor was its management required to certify the effectiveness of internal controls and its auditors were not required to opine on the effectiveness of their internal control over financial reporting. Ensuring that the Company has adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort.

Midco has identified a material weakness in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weakness identified is the result of deficiencies related to Midco not implementing and maintaining appropriate information technology controls, including appropriate logical security application and segregation of duties, combined with deficiencies related to a lack of procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures within various financial statement accounts that do not allow for monitoring at a sufficient level of precision to provide for the appropriate level of oversight of activities related to Midco’s internal control over financial reporting;

Even after establishing internal controls, the Company’s management does not expect that its internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. No evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company will have been detected.

Parent may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated.

Janus is not currently subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combination and the transactions related thereto, Parent will be required to comply with Section 404 of the Sarbanes-Oxley Act, which requires, among other things, Parent to evaluate annually the effectiveness of its internal controls over financial reporting. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Janus prior to the Business Combination. Section 404(a) of the Sarbanes-Oxley Act (“Section 404(a)”) requires

 

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that, beginning with the second annual report following the Business Combination, management assess and report annually on the effectiveness of internal control over financial reporting and identify any material weaknesses in internal control over financial reporting. Additionally, Section 404(b) requires the independent registered public accounting firm to issue an annual report that addresses the effectiveness of internal control over financial reporting. Parent expects its first Section 404(a) assessment will take place for its annual report for the year ending December 31, 2021 and its first Section 404(b) assessment will take place for its annual report for the year ending December 31, 2022. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If Parent is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its shares of common stock.

As an “emerging growth company,” Parent cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make its common stock less attractive to investors.

As an “emerging growth company,” Parent may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including not being required to obtain an assessment of the effectiveness of its internal controls over financial reporting from its independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, which Parent has elected to do.

Parent cannot predict if investors will find its common stock less attractive because it will rely on these exemptions. If some investors find its common stock less attractive as a result, there may be a less active market for its common stock, its share price may be more volatile and the price at which its securities trade could be less than if Parent did not use these exemptions.

As a public reporting company, we are subject to rules and regulations established from time to time by the SEC and NYSE regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner.

We are a public reporting company subject to the rules and regulations established from time to time by the SEC and NYSE. These rules and regulations require, among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Public company reporting obligations place a considerable burden on our financial and management systems, processes and controls, as well as on our personnel.

In addition, as a public company we will be required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting by the time our second annual report is filed with the SEC and thereafter, which will require us to document and make significant changes to our internal control over financial reporting. Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting at such time as we cease to be an “emerging growth company,” as defined in the JOBS Act, if we are an “accelerated filer” or “large accelerated filer” at such time.

We expect to incur costs related to our internal control over financial reporting in the upcoming years to further improve our internal control environment. If we identify deficiencies in our internal control over financial reporting or if we are unable to comply with the requirements applicable to us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. If this occurs, we also

 

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could become subject to sanctions or investigations by the SEC or other regulatory authorities. In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, or express an adverse opinion, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected.

Parent may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interest in Parent and may depress the market price of its common stock.

Parent may issue additional shares of common stock or other equity securities in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or grants under the Omnibus Plan without stockholder approval in a number of circumstances.

The issuance of additional common stock or other equity securities could have one or more of the following effects:

 

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Parent’s existing stockholders’ proportionate ownership interest will decrease;

 

•

the amount of cash available per share, including for payment of dividends in the future, may decrease;

 

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the relative voting strength of each previously outstanding share of common stock may be diminished; and

 

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the market price of its common stock may decline.

If Parent’s performance following the Business Combination does not meet market expectations, the price of its securities may decline.

If Parent’s performance following the Business Combination does not meet market expectations, the price of Parent common stock may decline. The market value of Parent common stock at the time of the Business Combination may vary significantly from the price of our Class A common stock on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which our stockholders vote on the Business Combination. Because the number of shares of Parent common stock issued as consideration in the Business Combination will not be adjusted to reflect any changes in the market price of our Class A common stock, the value of Parent common stock issued in the Business Combination may be higher or lower than the values of our shares on earlier dates.

In addition, following the Business Combination, fluctuations in the price of Parent common stock could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the equity interests of Parent or Midco, and trading in our Class A common stock has not been active. Accordingly, the valuation ascribed to Janus and Parent common stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for Parent common stock develops and continues, the trading price of its common stock following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond its control. Any of the factors listed below could have a material adverse effect on your investment in Parent common stock and its common stock may trade at prices significantly below the price you paid for them.

Factors affecting the trading price of Parent common stock following the Business Combination may include:

 

•

actual or anticipated fluctuations in Parent’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

 

•

changes in the market’s expectations about its operating results;

 

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success of competitors;

 

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its operating results failing to meet market expectations in a particular period;

 

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changes in financial estimates and recommendations by securities analysts concerning Parent or the self-storage and commercial industry and market in general;

 

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•

operating and stock price performance of other companies that investors deem comparable to Parent;

 

•

its ability to market new and enhanced products on a timely basis;

 

•

changes in laws and regulations affecting its business;

 

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commencement of, or involvement in, litigation involving Parent;

 

•

changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;

 

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the volume of shares of its common stock available for public sale;

 

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any significant change in its board or management;

 

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sales of substantial amounts of common stock by its directors, executive officers or significant stockholders or the perception that such sales could occur; and

 

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general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may depress the market price of Parent common stock irrespective of its operating performance. The stock market in general and NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Parent’s securities, may not be predictable. A loss of investor confidence in the market for industrial technology stocks or the stocks of other companies which investors perceive to be similar to Parent could depress its stock price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price of Parent common stock also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.

Even if we consummate the Business Combination, the public warrants may not remain in the money, and they may expire worthless.

The exercise price for JIH warrants is $11.50 per share, subject to adjustment, which is less than the market price of our Class A common stock, which was $13.48 per share based on the closing price on April 8, 2021. There can be no assurance that the public warrants will remain in the money prior to their expiration and, as such, the warrants may expire worthless.

The terms of JIH warrants may be amended in a manner that may be adverse to the holders. The Company Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

Parent may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making JIH warrants worthless.

Parent will have the ability to redeem outstanding Parent warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Parent warrant, provided that the last reported sales price of the Parent common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which the Parent gives proper notice of such redemption and provided certain other conditions are met. If and when the Parent warrants become redeemable by Parent, Parent may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Parent warrants could force you to (i) exercise your Parent warrants and pay the exercise price therefor at a time when it may be

 

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disadvantageous for you to do so, (ii) sell your Parent warrants at the then-current market price when you might otherwise wish to hold your Parent warrants or (iii) accept the nominal redemption price which, at the time the outstanding Parent warrants are called for redemption, is likely to be substantially less than the market value of your Parent warrants. Except as otherwise set forth herein, none of the Private Placement Warrants will be redeemable by JIH so long as they are held by the Sponsor or its permitted transferees.

In addition, Parent may redeem your Parent warrants after they become exercisable for $0.10 per Parent warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Parent warrants prior to redemption for a number of Class A common stock determined based on the redemption date and the fair market value of Parent common stock. Please see “Description of Securities—Warrants.” Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the Parent common stock had your Parent warrants remained outstanding.

Warrants to purchase Parent common stock will become exercisable following the Business Combination, which could increase the number of shares eligible for future resale in the public market and result in dilution to its stockholders.

Outstanding warrants to purchase an aggregate of 27,400,000 shares of Parent common stock will become exercisable on the 30th day following the closing of the Business Combination in accordance with the terms of the warrant agreement governing those securities. These warrants consist of 17,250,000 warrants originally included in the units issued in our IPO and 10,150,000 warrants originally included in the JIH units (5,075,000 of which will not be issued to our Sponsor and will instead be issued to the Existing Midco Equityholders in the Transactions). Each warrant entitles its holder to purchase one share of our Class A common stock at an exercise price of $11.50 per share and will expire at 5:00 p.m., Eastern Time, five years after the closing of the Business Combination or earlier upon redemption of our Class A common stock or our liquidation. To the extent warrants are exercised, additional shares of Parent common stock will be issued, which will result in dilution to its then existing stockholders and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could depress the market price of Parent common stock.

We have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We have not registered the shares of Class A common stock issuable upon exercise of the warrants issued in the IPO under the Securities Act or any state securities laws at this time. However, under the terms of the Warrant Agreement, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Business Combination, we will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants and thereafter will use commercially reasonable efforts to cause the same to become effective within 60 business days following the Business Combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the Warrant Agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants issued in the IPO are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our

 

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option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of Units (as defined below in Information About JIH) will have paid the full unit purchase price solely for the shares of Class A common stock included in the Units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities laws.

A provision in the Company Warrant Agreement may make it more difficult for us to consummate the Business Combination.

Unlike most blank check companies, if (i) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at a price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by us and, (x) in the case of any such issuance to our Sponsor or its affiliates, without taking into account any Founder Shares held by our Sponsor or such affiliates, as applicable, prior to such issuance, and (y) without taking into account the transfer of Founder Shares or private placement warrants (including if such transfer is effectuated as a surrender to us and subsequent reissuance by us) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of the Business Combination (net of redemptions), and (iii) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate the Business Combination.

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this Annual Report, we identified a material weakness in our internal control over financial reporting related to the accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering in November 2019. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our warrant liabilities, Class A common stock subject to possible redemption, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit and related financial disclosures for the Affected Periods.

 

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To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. For a discussion of management’s consideration of the material weakness identified related to our accounting for a significant and unusual transaction related to the warrants we issued in connection with the November 2019 Initial Public Offering, see “Note 2—Restatement of Previously Issued Financial Statements” to the accompanying financial statements, as well as Part II, Item 9A: Controls and Procedures included in this Annual Report.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 or Form S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

In accordance with updated guidance from the SEC on accounting treatment of the warrants, management determined that our warrants should be accounted for as liabilities rather than as equity and such requirement resulted in a restatement of our previously issued financial statements, which has resulted in unanticipated costs and diversion of management resources and may result in potential loss of investor confidence.

On April 12, 2021, the staff of 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”). In the Statement, 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, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, including with our independent auditors, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement. Therefore we conducted a valuation of our warrants and restated our previously issued financial statements, which resulted in unanticipated costs and diversion of management resources and may result in potential loss of investor confidence. Although we have now completed the restatement, we cannot guarantee that we will have no further inquiries from the SEC or NYSE regarding our restated Consolidated Financial Statements or matters relating thereto.

Any future inquiries from the SEC or NYSE as a result of the restatement of our historical financial statements will, regardless of the outcome, likely consume a significant amount of our resources in addition to those resources already consumed in connection with the restatement itself.

 

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The restatement of JIH’s financial statements in April 2021 has subjected us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings.

On April 23, 2021, JIH filed its Annual Report on Form 10-K/A Amendment No. 1. The amendment to the Annual Report on Form 10-K/A Amendment No. 1 was filed to restate financial statements for the fiscal year ended December 31, 2020 and financial statements related to the period from August 12, 2019 (inception) through December 31, 2019. As a result of the restatements, we have become subject to additional risks and uncertainties, including, among others, increased professional fees and expenses and time commitment that may be required to address matters related to the restatements, and scrutiny of the SEC and other regulatory bodies which could cause investors to lose confidence in JIH’s reported financial information and could subject JIH to civil or criminal penalties or shareholder litigation. JIH could face monetary judgments, penalties or other sanctions that could have a material adverse effect on JIH’s business, financial condition and results of operations and could cause its stock price to decline.

Our warrants are accounted for as a warrant liability and are recorded at fair value upon issuance with changes in fair value each period to be reported in earnings, which may have an adverse effect on the market price of Parent’s Common Stock.

Following the restatement of our historical financial statements, we account for our warrants as a warrant liability and recorded at fair value upon issuance any changes in fair value each period reported in earnings as determined by JIH based upon a valuation report obtained from its independent third party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of Parent’s common stock.

Our stockholders will experience immediate dilution due to the issuance of Parent common stock to Existing Midco Equityholders as consideration in the Business Combination. Having a minority share position likely reduces the influence that our current stockholders have on the management of Parent.

Based on Midco’s current capitalization and assuming no redemptions and no purchase price adjustment, we anticipate issuing an aggregate of 70.0 million shares of Parent common stock to Existing Midco Equityholders as partial consideration in the Business Combination. We anticipate that, immediately following completion of the Business Combination (excluding the potential dilutive effect of the Earnout Shares and exercise of Parent warrants), our existing stockholders and the Sponsor will hold in the aggregate approximately 48.6% of Parent’s outstanding common stock (30.2% held by our public stockholders and the Sponsor and 18.4% held by the PIPE Investors), and the Existing Midco Equityholders will hold 51.4% of Parent’s outstanding common stock. These ownership percentages do not take into account:

 

•

any warrants or options to purchase Parent common stock that will be outstanding following the Business Combination; or

 

•

any equity awards that may be issued under the proposed Omnibus Plan following the Business Combination.

If any shares of our Class A common stock are redeemed in connection with the Business Combination, the percentage of Parent outstanding common stock held by our public stockholders will decrease and the percentages of Parent outstanding common stock held immediately following the closing of the Business Combination by each of our initial stockholders, Existing Midco Equityholders, will increase. See the section entitled ”Summary — Impact of the Business Combination on Parent’s Public Float” and ”Unaudited Pro Forma Condensed Combined Financial Information” for further information. To the extent that any of the outstanding warrants or options are exercised for shares of Parent common stock, or awards are issued under the proposed Omnibus Plan, our existing stockholders may experience substantial dilution. Such dilution could, among other things, limit the ability of our current stockholders to influence Parent’s management through the election of directors following the Business Combination.

Neither the Board nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination.

Neither the Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that we are paying for Janus is fair to us from a financial point of view.

 

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Neither the Board nor any committee thereof obtained a third-party valuation in connection with the Business Combination. In analyzing the Business Combination, the Board conducted due diligence on Janus. The Board also consulted with the Janus’ management and its legal counsel, financial advisor and other advisors and considered a number of factors, uncertainty and risks, including, but not limited to, those discussed under “Proposal No. 1 — The Business Combination — Reasons for the Approval of the Business Combination,” and concluded that the Business Combination was in the best interest of our stockholders. Accordingly, investors will be relying solely on the judgment of the Board in valuing Janus, and the Board may not have properly valued such businesses. The lack of a third-party valuation may also lead an increased number of stockholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.

Our initial stockholders, directors and officers may have a conflict of interest in determining to pursue the acquisition of Janus, since certain of their interests are different from or in addition to (and which may conflict with) the interests of our public stockholders, and such interests may have influenced their decisions to approve the Business Combination and recommend that our stockholders approve the Business Combination Proposal.

Our initial stockholders, officers and directors have interests in and arising from the Business Combination that are different from or in addition to, and which may conflict with, the interests of our public stockholders, which may result in a conflict of interest. These interests include:

 

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that our Sponsor, officers and certain of our directors paid an aggregate of $10,175,000 for their Founder Shares and private placement warrants and that such securities should have a significantly higher value at the time of the Business Combination and will have little or no value if we do not complete the Business Combination;

 

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that our Sponsor, officers and directors will hold Parent common stock following the Business Combination, subject to lock-up agreements and the Earnout Agreement, the aggregate value of which is estimated to be approximately $111,262,500, assuming the per share value of the Parent common stock is the same as the $12.90 per share closing price of our Class A common stock on the NYSE as of March 15, 2021;

 

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that our Sponsor, officers and directors will hold warrants to purchase shares of Parent common stock following the Business Combination the aggregate value of which is estimated to be approximately $13,651,750 assuming the per warrant value of the warrants in the same as the $2.69 per warrant closing price of our warrants on the NYSE on March 15, 2021;

 

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that certain of our officers and directors and affiliates of our Sponsor have agreed to purchase an aggregate of 2,400,000 shares of Parent common stock at $10.00 per share in the PIPE Investment on the same terms and conditions as the other PIPE Investors;

 

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that our Sponsor, officers and directors have waived their redemption rights with respect to their shares of common stock in connection with the Business Combination, and have waived their redemption and liquidation rights with respect to their Founder Shares if we are unable to complete a business combination by November 13, 2021;

 

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if we are unable to complete a business combination by November 13, 2021, our Sponsor will be liable for ensuring that the proceeds in the Trust Account are not reduced below $10.00 per public share by the claims of target businesses or claims of vendors or other entities to which we owe money for services rendered or contracted for or products sold to us, but only if such a vendor or target business has not executed such a waiver;

 

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that Roger Fradin and Brian Cook will be members of the board of directors of the Parent after the closing of the Business Combination and, therefore, in the future Mr. Fradin and Mr. Cook may receive any cash fees, stock options or stock awards that the Parent’s board of directors determines to pay to its non-executive directors;

 

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that our Sponsor has agreed to loan us funds in an amount up to $1,500,000 for working capital requirements and to finance transaction costs in connection with an initial business combination, and

 

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any amounts outstanding under this loan will not be repaid from the Trust Account if we are unable to complete a business combination by November 13, 2021;

 

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that our officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; however, if we fail to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement and we may not be able to reimburse these expenses if the Business Combination or another business combination, is not completed by November 13, 2021; and

 

•

the continued indemnification of our current directors and officers and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may have influenced our directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals in this proxy statement/prospectus.

Our directors and officers have discretion in agreeing to changes or waivers to the terms of the Business Combination Agreement and related transactions, which may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our public stockholders’ best interest.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require us to agree to amend the Business Combination Agreement, to consent to certain actions taken by Janus or to waive rights to which we are entitled to under the Business Combination Agreement. These events could arise because of changes in Janus’ business, a request by Janus to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Janus’ business and would entitle us to terminate the Business Combination Agreement. In any of such circumstances, it would be at our discretion, acting through our Board, to consent to such a request or action or waive such rights. The existence of the financial and personal interests of the directors described elsewhere in these risk factors may result in a conflict of interest on the part of one or more of the directors between what she may believe is best for the public stockholders and what she may believe is best for herself in determining whether or not to take the requested action or waive our rights. As of the date of this proxy statement/prospectus, we do not believe there will be any requests, actions or waivers that our directors and officers would be likely to make after stockholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further stockholder approval, we will circulate a new or amended proxy statement/prospectus and resolicit our stockholders if changes to the terms of the Business Combination and other related transactions that would have a material impact on our stockholders are required prior to the vote on the Business Combination Proposal.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete the Business Combination.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and the closing of the Business Combination and their other businesses. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors may also serve as officers or board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete the Business Combination. For a complete discussion of our officers’ and directors’ other business affairs, please see the section of this proxy statement/prospectus entitled “Information About JIH — Directors and Executive Officers.”

 

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Our initial stockholders have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their Founder Shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, after approval of our Board, our initial stockholders have agreed to vote their Founder Shares, as well as any public shares purchased during or after the IPO, in favor of the Business Combination. As a result, in addition to our initial stockholders’ Founder Shares, we would need 12,937,501, or 37.5%, of the 34,500,000 public shares outstanding to be voted in favor of a transaction in order to have the Business Combination approved. Our initial stockholders own shares representing 20% of our outstanding shares of Class A common stock. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if our initial stockholders agreed to vote their Founder Shares in accordance with the majority of the votes cast by our public stockholders.

We expect to incur significant, non-recurring costs in connection with consummating the Business Combination and related transactions.

We expect to incur significant, non-recurring costs in connection with consummating the Business Combination and other related transactions. We will pay all fees, expenses and costs we incur or incurred on our behalf in connection with the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination). Additionally, the Business Combination Agreement provides that if the Business Combination is consummated, we will pay all fees, and costs incurred by Janus or on Janus’ behalf, subject to certain limited exceptions, in connection with the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination). We currently estimate that transaction expenses will be approximately $58.9 million.

If we are unable to complete the Business Combination with Janus or another business combination by November 13, 2021, we will cease all operations except for the purpose of winding up our affairs, redeem our outstanding public shares and dissolve and liquidate. In such event, third parties may bring claims against us and, as a result, the proceeds held in the Trust Account could be reduced and the per share liquidation price received by our stockholders could be less than $10.00 per share.

Our charter provides that we must complete the Transactions or another business combination by November 13, 2021, or we must (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Class A common stock, at a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.00 per share, and JIH warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, or if we otherwise enter compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per share distribution from the Trust Account may be less than $10.00.

 

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If the Business Combination is not completed, potential target businesses may have leverage over us in negotiating a business combination, our ability to conduct due diligence on a business combination as it approaches its dissolution deadline may decrease, and we may have insufficient working capital to continue to pursue potential target businesses, each of which could undermine our ability to complete a business combination on terms that would produce value for our stockholders.

Any potential target business with which we enter into negotiations concerning an initial business combination will be aware that, unless we amend our existing charter to extend JIH’s life and amend certain other agreements we have entered into, we must complete our initial business combination by November 13, 2021. Consequently, if we are unable to complete this Business Combination, a potential target business may obtain leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. Additionally, we may have insufficient working capital to continue efforts to pursue a business combination.

Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in our Trust Account available for distribution to our public stockholders.

In the event that the proceeds in our Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in our Trust Account as of the date of the liquidation of our Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in our Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the consummation of the Business Combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in our Trust Account and not to seek recourse against our Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of our Trust Account or (ii) we consummate the Business Combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

 

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Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are unable to complete the Transactions with Janus or another business combination within the required time period, we must dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. We cannot assure you that we will properly assess all claims that may be potentially brought against us, nor can we assure you that third parties will not seek to recover from our stockholders amounts owed to them by us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the Trust Account to our public stockholders promptly after November 13, 2021, if we do not consummate the Transactions, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Moreover, our Board may be viewed as having breached its fiduciary duties to our creditors and/or having acted in bad faith, and thereby exposing the Board and us to claims for punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us or you for these reasons.

Actions taken by the initial stockholders, our officers and directors to increase the likelihood of approval of the Business Combination Proposal and the other proposals presented in this proxy statement/prospectus could have a depressive effect on the price of our or Parent common stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the initial stockholders, our directors, officers and their respective affiliates may enter into agreements to purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or enter into transactions with such investors and others to provide them with incentives to acquire shares of our Class A common stock or vote their shares in favor of the Business Combination Proposal. As of the date of this proxy statement/prospectus, no such arrangement has been made with an existing investor. While the exact nature of any other incentive arrangements that may be entered into in the future has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by the initial stockholders for nominal value. The purpose of such purchases and other transactions would be to increase the likelihood that the Business Combination Proposal is approved and to decrease the likelihood that holders request redemption of public shares. Entering into any such arrangements may have a depressive effect on the price of our or Parent common stock. For example, if as a result of these arrangements an investor or holder purchases shares for nominal value, the investor or holder may be more likely to sell such shares immediately following the closing of the Business Combination for a price below market value.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what our actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

 

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Our ability to successfully effect the Business Combination and successfully operate the business thereafter will depend largely upon the efforts of certain key personnel, including the key personnel of Janus, all of whom we expect to stay with Parent following the Business Combination. The loss of such key personnel could adversely affect the operations and profitability of Parent’s business.

Our ability to recognize certain benefits of the Business Combination and successfully operate Janus’ business following the Business Combination will depend upon the efforts of certain key personnel of Janus. Although we expect all of such key personnel to remain with Parent following the Business Combination, the unexpected loss of key personnel may adversely affect the operations and profitability of Parent. In addition, Parent’s future success depends in part on its ability to identify and retain key personnel to succeed senior management. Furthermore, while we have closely scrutinized the skills, abilities and qualifications of the key Janus personnel that will be employed by Parent, our assessment may not prove to be correct. If such personnel do not possess the skills, qualifications or abilities we expect or those necessary to manage a public company, the operations and profitability of Parent’s business may be negatively impacted.

Following the Business Combination, Parent’s ability to meet expectations and projections in any research or reports published by securities or industry analysts, or a lack of coverage by securities or industry analysts, could result in a depressed market price and limited liquidity for its common stock.

The trading market for Parent common stock will be influenced by the research and reports that industry or securities analysts may publish about it, its business, its market, or its competitors. If no securities or industry analysts commence coverage of Parent, its stock price would likely be less than that which would be obtained if it had such coverage and the liquidity, or trading volume of its common stock may be limited, making it more difficult for a stockholder to sell shares at an acceptable price or amount. If any analysts do cover Parent, their projections may vary widely and may not accurately predict the results it actually achieves. Parent’s share price may decline if its actual results do not match the projections of research analysts covering it. Similarly, if one or more of the analysts who write reports on Parent downgrades its stock or publishes inaccurate or unfavorable research about its business, its share price could decline. If one or more of these analysts ceases coverage of Parent or fails to publish reports on it regularly, its share price or trading volume could decline.

We may be effectively controlled or substantially influenced by CCG, whose interests may conflict with yours. The concentrated ownership of Parent’s common stock could prevent you and other shareholders from influencing significant decisions.

Following the consummation of the Business Combination, we expect that CCG will control the voting of at least 38.57% of Parent’s outstanding common stock. As a result, CCG would have substantial influence over most matters requiring stockholder consent. Matters over which CCG will, directly or indirectly, substantially influence following the Business Combination include:

 

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the election of Parent’s board of directors and the appointment and removal of our officers;

 

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mergers and other business combination transactions requiring stockholder approval, including proposed transactions that would result in our stockholders receiving a premium price for their shares;

 

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certain customary negative consent rights in connection with a change of control; and

 

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amendments to Parent’s certificate of incorporation or increases or decreases in the size of our Board.

The Investor Rights Agreement will grant certain rights to nominate members of the board of Parent to CCG following the closing of the Transactions, subject to certain conditions set forth in the Investor Rights Agreement, until CCG no longer beneficially owns at least 10% of the total voting power of the then outstanding shares of Parent common stock. CCG will retain the right to nominate a board observer until CCG no longer beneficially owns at least 5% of the total voting power of the then outstanding shares of Parent common stock. In addition, CCG will have the right to designate the replacement for any of its designees whose board service has terminated prior to the end of the director’s term, regardless of CCG’s beneficial ownership at such time. CCG

 

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will also receive certain customary negative consent rights in connection with a change of control. Therefore, although CCG’s ownership will be less than 50% following consummation of the Business Combination, CCG may continue to be able to strongly influence or effectively control our decisions.

Subsequent to the consummation of the Business Combination, Parent may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although we have conducted a due diligence examination of Janus, we cannot assure you that this examination revealed all material issues that may be present in Janus’ business, or that factors outside of our and Janus’ control will not later arise. As a result, Parent may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on Parent’s liquidity, the fact that it may report charges of this nature could contribute to negative market perceptions about Parent or its securities. In addition, charges of this nature may cause Parent to be unable to obtain future financing on favorable terms or at all.

Parent may be subject to securities litigation, which is expensive and could divert management attention.

Following the Business Combination, Parent’s share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. Parent may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on its business, financial condition, results of operations and prospects. Any adverse determination in litigation could also subject Parent to significant liabilities.

Janus’ operations may be restricted during the pendency of the Business Combination pursuant to terms of the Business Combination Agreement.

Prior to the consummation of the Business Combination, Janus and each Blocker is subject to customary interim operating covenants relating to carrying on its business in the ordinary course of business and is also subject to customary restrictions on actions that may be taken during such period without our consent. As a result, Janus may be unable, during the pendency of the Business Combination, to make certain acquisitions and capital expenditures, borrow money and otherwise pursue other actions, even if such actions would prove beneficial.

The U.S. federal tax considerations relating to holders of the outstanding Company warrants, which are currently exercisable for one share of Company common stock and, by virtue of the JIH Merger, will be converted into the right to receive a Parent warrant exercisable for one share of Parent common stock following the Business Combination, are unclear.

The outstanding Company warrants are currently exercisable for one share each of Company common stock and, by virtue of the JIH Merger, will be converted into the right to receive Parent warrants that will be exercisable for one share each of Parent common stock following the Business Combination. We intend to treat JIH warrants as exchanged in the JIH Merger, which is at least more likely than not to qualify as a tax-deferred reorganization under Section 368 of the Code, subject to the limitations set forth under the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.” However, there can be no assurance that the IRS will not successfully challenge this position, arguing instead that the JIH Merger does not qualify for deferral under Section 368 of the Code. In such case, a warrant holder that does not also own our common stock would recognize gain or loss in an amount equal to the difference between the fair market value of

 

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the Parent warrants received and such holder’s tax basis in the warrants exchanged. Moreover, a public stockholder holding JIH warrants would be required to recognize gain, but not loss, equal to the lesser of (i) such stockholder’s “realized gain” from the exchange (generally the excess of the sum of the fair market value of the Parent common stock and Parent warrants received over such stockholder’s aggregate tax basis in our common stock and warrants exchanged therefor), and (ii) the fair market value of the Parent warrants received. Please see the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.”

Risks Relating to Redemption

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from exercising redemption rights with respect to 15% or more of the public shares.

A public stockholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group,” will be restricted from exercising redemption rights with respect to an aggregate of 15% or more of the public shares. Accordingly, if you hold 15% or more of the public shares and the Business Combination Proposal is approved, you will not be able to exercise redemption rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 15% or sell them in the open market. If the Business Combination is consummated, the value of such excess shares may not appreciate over time and the market price of Parent common stock may not exceed the per share redemption price paid in connection with the Business Combination.

A stockholder’s decision as to whether to redeem his, her, its shares for a pro rata portion of the Trust Account may not put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell his, her or its public shares in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, such as the Business Combination, may cause an increase in Parent’s share price, and may result in a lower value realized upon redemption than a stockholder might realize in the future had the stockholder not redeemed his, her or its shares. Similarly, if a stockholder does not redeem his, her or its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of the Business Combination, and the risk that the stockholder may not be able, in the future to sell his, her or its shares, for a greater amount than the redemption price described in this proxy statement/prospectus. A stockholder should consult his, her or its tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If our stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of our Class A common stock for a pro rata portion of the funds held in our Trust Account.

Holders of Class A common stock are not required to affirmatively vote against the Business Combination Proposal in order to exercise their redemption rights. In order to exercise redemption rights, holders of public shares are required to, among other requirements, submit a request in writing and deliver their stock (either physically or electronically) to our Transfer Agent at least two business days prior to the special meeting. Stockholders electing to redeem their public shares will receive their pro rata portion of the amount on deposit in the Trust Account less taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. See the section entitled ”Special Meeting of JIH Stockholders — Redemption Rights and Procedures” for additional information on how to exercise your redemption rights. If you do not timely submit your redemption request and deliver your Class A common stock and comply with the other redemption requirements, you will not be entitled to redeem your Class A common stock.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with the Business Combination. Despite our compliance with these rules, if a stockholder fails to

 

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receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with the Business Combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly tender or redeem its shares. For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our Transfer Agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the Business Combination in the event we distribute proxy materials, or to deliver their shares to the Transfer Agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

Although we have a specified maximum redemption threshold in the Business Combination Agreement, such threshold may be waived by the parties thereto. If such redemption threshold is waived it may make it possible for us to complete the Business Combination with which a substantial majority of our stockholders do not agree.

Our Business Combination Agreement provides a specified maximum redemption threshold although it may be waived by the parties thereto. If such redemption threshold is waived it may make it possible for us to complete the Business Combination with which a substantial majority of our stockholders do not agree, except that in no event will we redeem shares of Class A common stock in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of the Business Combination and after payment of underwriter’s fees and commissions (such that we are not subject to the SEC’s “penny stock” rules). As a result, we may be able to complete the Business Combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

Janus Midco LLC (“Midco,” “Janus,” or the “Company”) is a holding company. Janus International Group, LLC is a wholly-owned subsidiary of Janus Intermediate, LLC (“Intermediate”). Intermediate is a wholly-owned subsidiary of Midco. On December 21, 2020 Janus and JIH entered into the Transactions. Upon closing of the Business Combination, current security holders of JIH and the Existing Midco Equityholders and the Blockers will become security holders of Parent. After the completion of the Transactions Parent common stock and warrants are expected to trade on the NYSE under the symbols “JBI,” and “JBI WS,” respectively and Parent will become a publicly-listed entity. After giving effect to the Business Combination, the Company will own, directly or indirectly, all of the issued and outstanding equity interests of Janus and its subsidiaries and the Janus unit holders will hold a portion of the Parent common stock. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

Juniper is a blank check company whose purpose is to acquire, through a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar transaction with one or more businesses. Juniper was incorporated in Delaware on August 12, 2019, as Juniper Industrial Holding, Inc. On November 13, 2019 Juniper consummated its IPO. Simultaneously with the closing of its IPO, Juniper consummated the private placement of 10,150,000 warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating proceeds of $10.15 million.

On November 13, 2019, the Company sold 34,500,000 Units, including 4,500,000 Over-Allotment Units, at a price of $10.00 per Unit, generating gross proceeds of $345.00 million. Each Unit consists of one share of Class A common stock and one-half of one Public warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.

Upon the closing of the IPO and the Private Placement, $345.00 million ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the private placement was placed in a trust account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. As of December 31, 2020, there was $347.47 million held in the Trust Account. Juniper had 24 months from the closing of the IPO (by November 13, 2021) to complete a transaction.

Janus is a leading global manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions including: roll up and swing doors, hallway systems, relocatable storage units, and facility and door automation technologies with manufacturing operations in Georgia, Texas, Arizona, Indiana, North Carolina, United Kingdom, Australia, and Singapore. The self-storage industry is comprised of institutional and non-institutional facilities. Institutional facilities typically include multi-story, climate controlled facilities located in prime locations owned and/or managed by large real estate investment trusts (“REITs”) or returns-driven operators of scale that are primarily located in the top 50 U.S. metropolitan statistical areas (“MSAs”). Whereas, the vast majority of non-institutional facilities are single-story, non-climate controlled facilities located outside of city centers owned and/or managed by smaller private operators that are mostly located outside of the top 50 U.S. MSAs. Janus is highly integrated with customers at every phase of a project, including facility planning/design, construction, access control and restore, rebuild, replace of damaged or end-of-life products.

The unaudited pro forma condensed combined financial information of JIH combines the accounting periods of JIH and Janus. JIH and Janus had different fiscal year ends. Regulation S-X, Rule 11-02(c)(3) allows the

 

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combination of financial information for companies if their fiscal years end within 93 days of each other, as described in greater detail in Note 1 — Basis of Presentation below.

The historical financial information of JIH was derived from the audited financial statements of JIH as of and for the twelve months ended December 31, 2020, included elsewhere in this filing. The historical financial information of Janus was derived from the audited consolidated financial statements of Janus as of and for the twelve month period ended December 26, 2020, included elsewhere in this filing. This information should be read together with JIH’s and Janus’ audited financial statements and related notes, the sections titled “JIH’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Janus’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this filing.

Description of the transaction

As noted above, the unaudited pro forma condensed combined financial information contained herein assumes that JIH’s stockholders approve the proposed Business Combination. JIH cannot predict how many of its public stockholders will exercise their right to have their JIH Class A common stock redeemed for cash. As a result, the Combined Company has elected to provide the unaudited pro forma condensed combined financial information under two different redemption scenarios, which produce different allocations of total Combined Company equity between holders of Parent common stock. As described in greater detail below, the first scenario, or “no redemption scenario,” assumes that none of JIH’s public stockholders will exercise their right to have their JIH Class A common stock redeemed for cash, and the second scenario, or “maximum redemption scenario,” assumes that holders of the maximum number of shares of JIH Class A common stock that could be redeemed for cash while still leaving sufficient cash available to consummate the Business Combination will exercise their right to have their JIH Class A common stock redeemed for cash. The actual results will likely be within the parameters described by the two scenarios, however, there can be no assurance regarding which scenario will be closest to the actual results. Under both scenarios, Midco is considered to be the accounting acquirer, as further discussed in Note 1 of the “Notes to The Unaudited Pro Forma Condensed Combined Financial Information.”

Subject to the terms and conditions set forth in the Business Combination Agreement and under the no redemption scenario, Janus’ equity holders will receive aggregate consideration with a value equal to $1,190,000,000 which will consist of (i) $490,000,000 in cash and (ii) $700,000,000 in shares of ParentCo Common Stock, or 70,000,000 shares based on an assumed stock price of $10 per share. Under the maximum redemption scenario, Janus’ equity holders will receive aggregate consideration with a value equal to $1,189,172,000 which will consist of (i) $351,172,000 in cash and (ii) $838,000,000 in shares of ParentCo Common Stock, or 83,800,000 shares based on an assumed stock price of $10.00 per share.

In connection with the closing of the Business Combination, 2,000,000 shares of Parent common stock (the Earnout Shares) are being treated as contingent consideration. The Sponsor will receive the Earnout Shares (pro rata among the Sponsor shares and shares held by certain affiliates) contingent upon achieving certain market share price milestone as outlined in the Business Combination Agreement.

Each unit of Janus Class A Preferred unit will be converted into approximately 340 shares of common stock of Juniper assuming the stock price of $10 per share and cash of $2,381 and each unit of Janus Class B Common unit will be converted into approximately 289 shares of common stock of JIH, assuming the stock price of $10 per share and cash of $2,025 based on the determined exchange ratio. However, such exchange ratio may be subject to change based upon factors including the timing of the Closing.

 

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The following summarizes the pro forma common stock shares outstanding under the two scenarios, excluding the potential dilutive effect of the Earnout Shares and exercise of Parent warrants:

 

		No Redemption Scenario								Maximum Redemption Scenario
		Shares				%				Shares				%
Shares held by Juniper stockholders			41,125,000				30.2	%			27,325,000				20.1	%
Shares held by Janus Shareholders			70,000,000				51.4	%			83,800,000				61.5	%
Shares issued to PIPE investors			25,000,000				18.4	%			25,000,000				18.4	%
Closing shares			136,125,000				100.0	%			136,125,000				100.0	%

The following unaudited pro forma condensed combined balance sheets as of December 31, 2020 under the no redemption scenario and maximum redemption scenario and the unaudited pro forma condensed combined statements of operations for the twelve months ended December 31, 2020 are based on the historical financial statements of JIH and Janus, respectively. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

 

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Unaudited Pro Forma Condensed Combined Balance Sheet

 

																		No Redemption Scenario												Maximum Redemption Scenario
		Juniper Industrial Holdings, Inc. as of 12/31/20				Janus Midco, LLC as of 12/26/20				Reclassification Adjustments								Transaction Accounting Adjustments								Pro Forma Combined				Transaction Accounting Adjustments						Pro Forma Combined
ASSETS
Current Assets
Cash		$	1,789,687			$	45,254,655			$	—							$	(42,044,342	)			(A)			$	5,000,000			$	(42,044,342	)		(A)		$	5,000,000
Accounts receivable, less allowance for doubtful accounts			—				75,135,295				—								—								75,135,295				—						75,135,295
Costs and estimated earning in excess of billing on uncompleted contracts			—				11,398,934				—								—								11,398,934				—						11,398,934
Inventory			—				25,281,521				—								—								25,281,521				—						25,281,521
Prepaid expenses			136,012				5,949,711				—								—								6,085,723				—						6,085,723
Other Current Assets			—				5,192,386				—								(3,444,000	)			(J)				1,748,386				(3,444,000	)		(J)			1,748,386
Total current assets			1,925,699				168,212,502				—								(45,488,342	)							124,649,859				(45,488,342	)					124,649,859
Property and equipment, net			—				30,970,507				—								—								30,970,507				—						30,970,507
Customer relationships			—				309,472,398				—								—								309,472,398				—						309,472,398
Tradename and trademarks			—				85,597,528				—								—								85,597,528				—						85,597,528
Other intangibles, net			—				17,387,745				—								—								17,387,745				—						17,387,745
Goodwill			—				259,422,822				—								—								259,422,822				—						259,422,822
Other assets			—				2,415,243				—								—								2,415,243				—						2,415,243
Cash and marketable securities held in Trust Account			347,472,903				—				—								(347,472,903	)			(B)				—				(347,472,903	)		(B)			—
Deferred tax asset			—				—				—								75,164,747				(C)				75,164,747				52,537,639			(C)			52,537,639
Total assets		$	349,398,602			$	873,478,745			$	—							$	(317,796,498	)						$	905,080,849			$	(340,423,606	)				$	882,453,741
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities
Accounts payable			11,218				29,889,056				—								—								29,900,274				—						29,900,274
Billing in excess of costs and estimated earning on uncompleted contracts			—				21,525,319				—								—								21,525,319				—						21,525,319
Accrued expenses			3,723,443				—				—								(3,723,443	)			(J)				—				(3,723,443	)		(J)			—
Franchise tax payable			130,974				—				(130,974	)			(I	)			—								—				—						—
Income tax payable			329,661				—				(329,661	)			(I	)			—								—				—						—
Current maturities of long-term debt			—				6,523,417				—								—								6,523,417				—						6,523,417
Other accrued expenses			—				37,164,627				460,635				(I	)			(3,337,000	)			(J)				34,288,262				(3,337,000	)		(J)			34,288,262
Total current liabilities			4,195,296				95,102,419				—								(7,060,443	)							92,237,272				(7,060,443	)					92,237,272
Line of credit			—				—				—								—								—				—						—
Long-term debt, net			—				617,604,254				—								(62,034,310	)			(E)				555,569,944				(62,034,310	)		(E)			555,569,944
Deferred tax liability			—				15,268,131				—								—								15,268,131				—						15,268,131
Other long-term liabilities			—				4,631,115				—								—								4,631,115				—						4,631,115
Deferred underwriting commissions			12,075,000				—				—								(12,075,000	)			(D)				—				(12,075,000	)		(D)			—
Contingent consideration			—				—				—								21,876,440				(G)				21,876,440				21,876,440			(G)			21,876,440
Derivative warrant liabilities			54,070,000				—				—								—								54,070,000				—						54,070,000
Total liabilities		$	70,340,296			$	732,605,919			$	—							$	(59,293,313	)						$	743,652,902			$	(59,293,313	)				$	743,652,902
Common shares subject to possible redemption			274,058,304				—				—								(274,058,304	)			(F)				—				(274,058,304	)		(F)			—

 

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