JUN.WS / Juniper II Corp. Warrants, eac Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

JUN / Juniper II Corp - Class A / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Juniper II Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 48203N103 (CUSIP Number)

JUN / Juniper II Corp - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - JUNIPER II CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Juniper II Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 48203N103 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule purs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41014 JUNIPER II CORP. (Exact name of registrant as specified in its ch

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 23, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2023 JUNIPER II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41014 86-1434822 (State or other jurisdiction of incorporation or organiza

Regulation FD Disclosure, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 JUNIPER II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41014 86-1434822 (State or other jurisdiction of incorporation or organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transi

SEC FILE NUMBER 001-41014 CUSIP NUMBER 48203N103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

SEC FILE NUMBER

NT 10-Q SEC FILE NUMBER 001-41014 CUSIP NUMBER 48203N103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 JUNIPER II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41014 86-1434822 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 JUNIPER II C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 JUNIPER II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41014 86-1434822 (State or other jurisdiction of incorporation or organizatio

JUN / Juniper II Corp - Class A / Radcliffe Capital Management, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Juniper II Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 48203N103 (CUSIP Number) M

Amendment to Amended and Restated Certificate of Incorporation of Juniper II Corp. (incorporated by reference to Juniper II Corp.’s Current Report on Form 8-K, filed with the SEC on May 3, 2023)

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JUNIPER II CORP. Pursuant to Section 242 of the Delaware General Corporation Law JUNIPER II CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Juniper II Corp. 2. The Corporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 JUNIPER II CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 JUNIPER II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41014 86-1434822 (State or other jurisdiction of incorporation or organization

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 JUNIPER II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41014 86-1434822 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 JUNIPER II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 JUNIPER II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41014 86-1434822 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2023 JUNIPER II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41014 86-1434822 (State or other jurisdiction of incorporation or organizat

Form of Non-Redemption Agreement (incorporated by reference to Juniper II Corp.’s Current Report on Form 8-K, filed with the SEC on April 25, 2023).

EX-10.1 Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (“Agreement”) dated April [ ], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), Juniper II Management, LLC, a Delaware limited liability company (the “Insider”), and Juniper II Corp., a Delaware corporation (the “Company”). RECITALS: A. The Company will hold a special meeting of sto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41014 JUNIPER II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Tr

NT 10-K SEC FILE NUMBER 001-41014 CUSIP NUMBER 48203N103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Juniper II Corp. 3790 El Camino Real #818 Palo Alto, CA 94306 March 31, 2023

CORRESP Juniper II Corp. 3790 El Camino Real #818 Palo Alto, CA 94306 March 31, 2023 VIA EDGAR AND ELECTRONIC MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Joseph Ambrogi David Link Re: Juniper II Corp. Preliminary Proxy Statement on Schedule 14A Filed March 27, 2023 File No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

JUN / Juniper II Corp - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - JUNIPER II CORP. Passive Investment

SC 13G/A 1 p23-0338sc13ga.htm JUNIPER II CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Juniper II Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 48203N103 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2022 JUNIPER II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41014 86-1434822 (State or other jurisdiction of incorporation or organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

Description of Registrant’s securities.

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, Juniper II Corp. (?we,? ?us,? ?our? or the ?company?) had the following classes of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (1) units, each consisting of one whole share of Class A common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K 1 d325519d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

JUN / Juniper II Corp - Class A / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* JUNIPER II CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 48203N103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

HIGHBRIDGE CAPITAL MANAGEMENT LLC - JUNIPER II CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Juniper II Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 48203N103 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule purs

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A common stock, par value $0.

Juniper II Management, LLC - SC 13G

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Juniper II Corp. (Name of Issuer) Class A common stock (Title of Class of Securities) 48203N103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to Whi

Financial Statements and Exhibits, Other Events

8-K 1 d223843d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 JUNIPER II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41014 84-1434822 (State or other jurisdiction o

Juniper II Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Warrants Commencing December 23, 2021

Exhibit 99.1 Juniper II Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Warrants Commencing December 23, 2021 Palo Alto, California, Dec. 22, 2021 (GLOBE NEWSWIRE) ? Juniper II Corp. (NYSE: JUN.U) (the ?Company?) announced that, commencing December 23, 2021, holders of the units sold in the Company?s initial public offering of 29,900,000 units, completed on November

JUN.U / Juniper II Corp. Units, each c Units, each consisting of one share of Class A common stock, and one-half of one redeemable warrant / HIGHBRIDGE CAPITAL MANAGEMENT LLC - JUNIPER II CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Juniper II Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 48203N202** (CUSIP Number) December 3, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursua

ADAGE CAPITAL PARTNERS GP, L.L.C. - JUNIPER II CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Juniper II Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 48203N202** (CUSIP Number) November 8, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursua

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 JUNIPER II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41014 86-1434822 (State or other jurisdiction of incorporation or organiz

JUNIPER II CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 8, 2021 F-3 Notes to Financial Statement F-4

Exhibit 99.1 JUNIPER II CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 8, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Juniper II Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Juniper II Corp. (the ?Company?)

Sculptor Capital LP - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* JUNIPER II CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 48203N202 (CUSIP Number) November 4, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 10.3 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of November 3, 2021 by and between Juniper II Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-

Registration and Stockholder Rights Agreement among the Company and certain security holders

Exhibit 10.4 Execution Version REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of November 3, 2021, is made and entered into by and among Juniper II Corp., a Delaware corporation (the ?Company?), Juniper II Management, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Hol

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d231517d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 JUNIPER II CORP. (Exact name of registrant as specified in its charter) Delaware 001-41014 86-1434822 (State or other jurisdiction of

Amended and Restated Bylaws (incorporated by reference to Juniper II Corp.’s Current Report on Form 8-K, filed with the SEC on November 9, 2021)

Exhibit 3.2 AMENDED AND RESTATED BY LAWS OF JUNIPER II CORP. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered age

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Juniper II Corp.’s Current Report on Form 8-K, filed with the SEC on November 9, 2021)

Exhibit 4.1 Execution Version WARRANT AGREEMENT between JUNIPER II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of November 3, 2021, is by and between Juniper II Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to her

Letter Agreement among the Company, an advisor of the Company and Juniper II Management, LLC

Exhibit 10.6 Execution Version November 3, 2021 Juniper II Corp. 3790 El Camino Real #818 Palo Alto, California 94306 Morgan Stanley 1585 Broadway, 36th Floor New York, NY 10036 UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreem

Letter Agreement among the Company and its officers and directors and Juniper II Management, LLC

EX-10.5 10 d231517dex105.htm EX-10.5 Exhibit 10.5 Execution Version November 3, 2021 Juniper II Corp. 3790 El Camino Real #818 Palo Alto, California 94306 Morgan Stanley 1585 Broadway, 36th Floor New York, NY 10036 UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in ac

Underwriting Agreement among the Company, UBS Securities LLC and Morgan Stanley & Co. LLC

EX-1.1 2 d231517dex11.htm EX-1.1 Exhibit 1.1 Execution Version 26,000,000 Units Juniper II Corp. UNDERWRITING AGREEMENT November 3, 2021 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen: Juniper II Corp., a Delaware corporation (the “Company”),

Administrative Support Agreement between the Company and Juniper II Management, LLC

EX-10.1 6 d231517dex101.htm EX-10.1 Exhibit 10.1 Execution Version JUNIPER II CORP. 3790 El Camino Real #818 Palo Alto, California 94306 November 3, 2021 Juniper II Management, LLC 3790 El Camino Real #818 Palo Alto, California 94306 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Juniper II Corp. (the “Company”) and Juniper II Management, LLC (“Spon

Private Placement Warrants Purchase Agreement between the Company and Juniper II Management, LLC

EX-10.2 7 d231517dex102.htm EX-10.2 Exhibit 10.2 Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 3, 2021, is entered into by and among Juniper II Corp., a Delaware corporation (the “Company”), and Juniper II

Amended and Restated Certificate of Incorporation (incorporated by reference to Juniper II Corp.’s Current Report on Form 8-K, filed with the SEC on November 9, 2021)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JUNIPER II CORP. November 3, 2021 Juniper II Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Juniper II Corp.?. The original certificate of incorporation of the Corporation was filed with the Secretary of State

Juniper II Corp. 26,000,000 Units

424B4 1 d120098d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-255021 and 333-260747 PROSPECTUS Juniper II Corp. $260,000,000 26,000,000 Units Juniper II Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with

As filed with the United States Securities and Exchange Commission on November 3, 2021 under the Securities Act of 1933, as amended.

S-1MEF 1 d205750ds1mef.htm S-1MEF As filed with the United States Securities and Exchange Commission on November 3, 2021 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Juniper II Corp. (Exact name of registrant as specified in its charter) Delaware 6770 8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNIPER II CORP. (Exact Name Of Registrant As S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNIPER II CORP.

November 1, 2021

November 1, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Juniper II Corp. 3790 El Camino Real #818 Palo Alto, California 94306 November 1, 2021

Juniper II Corp. 3790 El Camino Real #818 Palo Alto, California 94306 November 1, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Juniper II Corp. Amendment No. 4 to Registration Statement on Form S-1 File No. 333-255021 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amend

Form of Underwriting Agreement.**

Exhibit 1.1 22,500,000 Units Juniper II Corp. UNDERWRITING AGREEMENT [ ], 2021 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen: Juniper II Corp., a Delaware corporation (the ?Company?), proposes to sell to you and, as applicable, to the several

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 4.4 WARRANT AGREEMENT between JUNIPER II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between Juniper II Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agen

Form of Letter Agreement among the Registrant and its officers and directors and Juniper II Management, LLC.**

EX-10.2 8 d120098dex102.htm EX-10.2 Exhibit 10.2 [•], 2021 Juniper II Corp. 14 Fairmount Avenue Chatham NJ 07928 Morgan Stanley 1585 Broadway, 36th Floor New York, NY 10036 UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (

Form of Registration and Stockholder Rights Agreement among the Registrant and certain security holders.**

Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Juniper II Corp., a Delaware corporation (the ?Company?), Juniper II Management, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page

Specimen Unit Certificate.**

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] JUNIPER II CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per share (?Common Stock?), of Juniper II Corp., a

Form of Amended and Restated Certificate of Incorporation.**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JUNIPER II CORP. [?], 2021 Juniper II Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Juniper II Corp.?. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the

As filed with the United States Securities and Exchange Commission on October 25, 2021 under the Securities Act of 1933, as amended.

S-1/A 1 d120098ds1a.htm S-1/AMENDMENT NO. 4 Table of Contents As filed with the United States Securities and Exchange Commission on October 25, 2021 under the Securities Act of 1933, as amended. No. 333-255021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Juniper II Corp. (Exact name of re

Form of Private Placement Warrants Purchase Agreement between the Registrant and Juniper II Management, LLC.**

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and among Juniper II Corp., a Delaware corporation (the ?Company?), and Juniper II Management, LLC, a Delaware limited liability company (the ?

Second Amended and Restated Promissory Note, dated September 30, 2021, issued to Juniper II Management, LLC.**

Exhibit 10.1 Execution Version THIS AMENDED AND RESTATED PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FO

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Juniper II Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-255021 (the ?Registration

Form of Private Placement Warrants Purchase Agreement between the Registrant and Juniper II Management, LLC.**

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and among Juniper II Corp., a Delaware corporation (the ?Company?), and Juniper II Management, LLC, a Delaware limited liability company (the ?

Form of Registration and Stockholder Rights Agreement among the Registrant and certain security holders.**

Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Juniper II Corp., a Delaware corporation (the ?Company?), Juniper II Management, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

EX-4.4 3 d120098dex44.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between JUNIPER II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Juniper II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referre

Form of Letter Agreement among the Registrant and its officers and directors and Juniper II Management, LLC.**

EX-10.2 6 d120098dex102.htm EX-10.2 Exhibit 10.2 [•], 2021 Juniper II Corp. 14 Fairmount Avenue Chatham NJ 07928 Morgan Stanley 1585 Broadway, 36th Floor New York, NY 10036 UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (

Juniper II Corp. 3790 El Camino Real #818 Palo Alto, CA 94306 July 22, 2021

CORRESP 1 filename1.htm Juniper II Corp. 3790 El Camino Real #818 Palo Alto, CA 94306 July 22, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacie Gorman Re: Juniper II Corp. Amendment No. 2 to Registration Statement on Form S-l Filed June 17, 2021 File No. 333-255021 Ladies and Gentlemen: This letter se

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

EX-10.3 7 d120098dex103.htm EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Juniper II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-

As filed with the United States Securities and Exchange Commission on July 22, 2021 under the Securities Act of 1933, as amended.

Table of Contents As filed with the United States Securities and Exchange Commission on July 22, 2021 under the Securities Act of 1933, as amended.

Form of Underwriting Agreement.**

Exhibit 1.1 22,500,000 Units Juniper II Corp. UNDERWRITING AGREEMENT [ ], 2021 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen: Juniper II Corp., a Delaware corporation (the ?Company?), proposes to sell to you and, as applicable, to the several

Amended and Restated Promissory Note, dated June 30, 2021, issued to Juniper II Management, LLC.**

Exhibit 10.1 Execution Version THIS AMENDED AND RESTATED PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FO

Form of Amended and Restated Certificate of Incorporation.**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JUNIPER II CORP. [•], 2021 Juniper II Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Juniper II Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between JUNIPER II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Juniper II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transf

Juniper II Corp. 3790 El Camino Real #818 Palo Alto, CA 94306 June 17, 2021

CORRESP 1 filename1.htm Juniper II Corp. 3790 El Camino Real #818 Palo Alto, CA 94306 June 17, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacie Gorman Re: Juniper II Corp Amendment No. 1 to Form S-1 Filed June 2, 2021 File No. 333-255021 Ladies and Gentlemen: This letter sets forth responses of Junipe

As filed with the United States Securities and Exchange Commission on June 17, 2021 under the Securities Act of 1933, as amended.

S-1/A 1 d120098ds1a.htm S-1/A Table of Contents As filed with the United States Securities and Exchange Commission on June 17, 2021 under the Securities Act of 1933, as amended. No. 333-255021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Juniper II Corp. (Exact name of registrant as speci

Form of Underwriting Agreement.**

Exhibit 1.1 40,000,000 Units Juniper II Corp. UNDERWRITING AGREEMENT [ ], 2021 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen: Juniper II Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several

Form of Amended and Restated Certificate of Incorporation.**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JUNIPER II CORP. [•], 2021 Juniper II Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Juniper II Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between JUNIPER II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Juniper II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transf

Form of Registration and Stockholder Rights Agreement among the Registrant and certain security holders.**

EX-10.4 Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Juniper II Corp., a Delaware corporation (the “Company”), Juniper II Management, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signat

Specimen Class A Common Stock Certificate.**

EX-4.2 6 d120098dex42.htm EX-4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] SPECIMEN CLASS A COMMON STOCK CERTIFICATE JUNIPER II CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF JUNIPER II CORP. (THE

As filed with the United States Securities and Exchange Commission on June 2, 2021 under the Securities Act of 1933, as amended.

S-1/A 1 d120098ds1a.htm S-1/A Table of Contents As filed with the United States Securities and Exchange Commission on June 2, 2021 under the Securities Act of 1933, as amended. No. 333-255021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Juniper II Corp. (Exact name of registrant as specif

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Juniper II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-255021 (the “Regi

Form of Private Placement Warrants Purchase Agreement between the Registrant and Juniper II Management, LLC.**

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and among Juniper II Corp., a Delaware corporation (the ?Company?), and Juniper II Management, LLC, a Delaware limited liability company (the ?

Form of Indemnity Agreement.**

EX-10.7 14 d120098dex107.htm EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Juniper II Corp., a Delaware corporation (the “Company”), and [•] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they

Form of Amended and Restated Bylaws.**

Exhibit 3.3 AMENDED AND RESTATED BY LAWS OF JUNIPER II CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered age

Form of Administrative Support Agreement between the Registrant and Juniper II Management, LLC.**

Exhibit 10.8 JUNIPER II CORP. 3790 El Camino Real #818 Palo Alto, California 94306 [•], 2021 Juniper II Management, LLC 3790 El Camino Real #818 Palo Alto, California 94306 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Juniper II Corp. (the “Company”) and Juniper II Management, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreemen

Specimen Warrant Certificate.**

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW JUNIPER II CORP. Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of

Specimen Unit Certificate.**

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] JUNIPER II CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FOURTH OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Juniper II Corp.,

Form of Letter Agreement among the Registrant and its officers and directors and Juniper II Management, LLC.**

EX-10.2 Exhibit 10.2 [•], 2021 Juniper II Corp. 14 Fairmount Avenue Chatham NJ 07928 Morgan Stanley 1585 Broadway, 36th Floor New York, NY 100361 UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement

Consent of Andrew Teich.

Exhibit 99.3 CONSENT OF ANDREW TEICH Juniper II Corp. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the R

Securities Subscription Agreement, dated January 21, 2021, between the Registrant and Juniper II Management, LLC.

EX-10.5 4 d120098dex105.htm EX-10.5 Exhibit 10.5 Execution Version Juniper II Corp. 3790 El Camino Real #818 Palo Alto, California 94306 January 21, 2021 Juniper II Management, LLC 3790 El Camino Real #818 Palo Alto, California 94306 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Juniper II Management, LLC (the “Subscriber” or “you”) has made to purc

Certificate of Incorporation.

Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “JUNIPER II CORP.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE THIRTIETH DAY OF DECEMBER, A.D. 2020, AT 12:25 O`CLOCK P.M.

Registration Statement - S-1

S-1 1 d120098ds1.htm S-1 Table of Contents As filed with the United States Securities and Exchange Commission on April 2, 2021 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Juniper II Corp. (Exact name of registrant as specified in its charter) Delaware

Consent of Mark Levy.

Exhibit 99.2 CONSENT OF MARK LEVY Juniper II Corp. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Regi

Promissory Note, dated January 21, 2021, issued to Juniper II Management, LLC.

Exhibit 10.1 Execution Version THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTAN

Consent of Mitchell Jacobson.

Exhibit 99.1 CONSENT OF MITCHELL JACOBSON Juniper II Corp. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in

This is a confidential draft submission to the United States Securities and Exchange Commission on March 1, 2021 under the Securities Act of 1933, as amended.

DRS 1 filename1.htm Table of Contents This is a confidential draft submission to the United States Securities and Exchange Commission on March 1, 2021 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Juniper II Corp. (Exact name of registrant as specified i