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United States securities and exchange commission logo
January 13, 2023
Mu Hongwei
Chief Executive Officer
Chijet Motor Company, Inc.
Sertus Chambers
Governors Square, Suite #5-204
23 Lime Tree Bay Avenue, P.O. Box 2547
Grand Cayman, KY1-1104, Cayman Islands
Re:Chijet Motor Company, Inc.
Draft Registration Statement on Form F-4
Submitted December 16, 2022
CIK No. 0001957413
Dear Mu Hongwei:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4 submitted December 16, 2022
General
1.Your charter waived the corporate opportunities doctrine.  Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
2.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.

 FirstName LastNameMu Hongwei
 Comapany NameChijet Motor Company, Inc.
 January 13, 2023 Page 2
 FirstName LastName
Mu Hongwei
Chijet Motor Company, Inc.
January 13, 2023
Page 2
3.Please expand your disclosure regarding the sponsor’s ownership interest in the target
company.  Disclose the approximate dollar value of the interest based on the transaction
value and recent trading prices as compared to the price paid.
4.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.
5.We note that I-Bankers Securities, Inc. performed additional services after the IPO and
part of the IPO underwriting fee was deferred and conditioned on completion of a
business combination.  Please quantify the aggregate fees payable to I-Bankers Securities,
Inc. that are contingent on completion of the business combination.
6.We note that you may enter into arrangements to sell additional securities to complete the
business combination transaction after returning funds to redeeming stockholders.  If
applicable, revise your disclosure to discuss the key terms of any convertible securities
and to disclose the potential impact of those securities on non-redeeming shareholders.
7.Please update your compensation disclosure to reflect the fiscal year ended December 31,
2022.
8.We note your disclosure on page 105 regarding Russia's invasion of Ukraine.  Please
revise your filing, as applicable, to provide more specific disclosure related to the direct or
indirect impact that Russia's invasion of Ukraine and the international response have had
or may have on your business.  For additional guidance, please see the Division of
Corporation Finance's Sample Letter to Companies Regarding Disclosures Pertaining to
Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the Staff in May
2022.
9.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination.  For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited.  Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate.  Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.

 FirstName LastNameMu Hongwei
 Comapany NameChijet Motor Company, Inc.
 January 13, 2023 Page 3
 FirstName LastName
Mu Hongwei
Chijet Motor Company, Inc.
January 13, 2023
Page 3
Cover Page
10.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.
11.We note you have been advised by Mainland China counsel.  Please ensure you file
counsel’s consent.
Market and Industry Data, page 14
12.We note that the prospectus includes market, industry and other data based on information
from third-party sources.  Please tell us if you commissioned any of the industry or other
data that you reference in the prospectus and, if so, file consents of such third parties
pursuant to Rule 436 of the Securities Act as exhibits to your registration statement or
advise.
Risk Factor Summary, page 20
13.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus.  For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale.  Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Questions and Answers for Stockholders of JWAC
Did JWAC's board of directors obtain a fairness opinion in determining whether or not to
proceed with the Business Combination, page 25
14.Please explain why JWAC's board of directors obtained a fairness opinion in connection
with the business combination.

 FirstName LastNameMu Hongwei
 Comapany NameChijet Motor Company, Inc.
 January 13, 2023 Page 4
 FirstName LastName
Mu Hongwei
Chijet Motor Company, Inc.
January 13, 2023
Page 4
May JWAC, the Sponsor or JWAC's directors, officers, advisors..., page 26
15.We note the disclosure on page 26 that the SPAC sponsor/affiliate “may” purchase SPAC
securities in the open market and vote the securities in favor of approval of the business
combination transaction.  Please provide your analysis on how such potential purchases
would comply with Rule 14e-5.
Summary of the Proxy Statement/ Prospectus
Interests of JWAC's Directors and Officers in the Business Combination, page 58
16.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement.  Provide
similar disclosure for the company’s officers and directors, if material.
17.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
18.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
19.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the sponsor and the company’s officers and directors.  This
could include fiduciary or contractual obligations to other entities as well as any interest
in, or affiliation with, the target company.  In addition, please clarify how the board
considered those conflicts in negotiating and recommending the business combination.
Unaudited Pro Forma Condensed Consolidated Combined Financial Information
Basis of Pro Forma Presentation, page 65
20.Although you disclose on page 71 that your pro forma financial statements were prepared
in accordance with the recently amended pro forma guidance, you still include references
on page 65 to the legacy pro forma guidance regarding adjusting for events that are
directly attributable to the business combination, factually supportable, and expected to
have a continuing impact.  Please revise your pro forma financial statements to fully
comply with Article 11 of Regulation S-X and to remove any references to  the legacy pro
forma guidance.  In doing so, confirm that your pro forma financial statements include all
necessary transaction accounting adjustments, including those that are not expected to
have a continuing impact.

 FirstName LastNameMu Hongwei
 Comapany NameChijet Motor Company, Inc.
 January 13, 2023 Page 5
 FirstName LastName
Mu Hongwei
Chijet Motor Company, Inc.
January 13, 2023
Page 5
Risk Factors
Chijet's business model and technology have yet to be operated..., page 78
21.Please clarify what you mean by your plans to "commercialize" electric commercial
vehicles and "commercialize" a large number of electric passenger cars.  In addition,
please define "a large number" of electric passenger cars, and please provide the
anticipated timeline for completion of the electric vehicle manufacturing site.
Chijet is dependent on its strategic partners and suppliers..., page 88
22.We note your risk factor that your supply chain may be impacted by your reliance on
single source suppliers.  Update your risks characterized as potential if recent supply chain
disruptions have impacted your operations.
Risks Related to Doing Business in China, page 116
23.We note your disclosure on page 220 that one of your principal subsidiaries, FAW Jilin, is
29.5% owned by China FAW, a state-owned enterprise.  Please add a discussion in Risk
Factors that addresses the risks associated with the mixed ownership.  In addition, please
ensure that your disclosure on pages 220 and 221 include a balanced discussion that
acknowledges the risks of mixed ownership.
The PRC government exerts substantial influence..., page 119
24.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business.  State whether you or your
subsidiaries are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve your operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied.  Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.  In
addition, we note your disclosure you are not required to obtain approval from Chinese
authorities to list on U.S. exchanges.  Provide the basis for your conclusion that you are
not required to obtain any permission or approval to list on U.S. exchanges.  If the basis
for your conclusion is the advice of counsel, please state this and identify counsel in your
disclosure.

 FirstName LastNameMu Hongwei
 Comapany NameChijet Motor Company, Inc.
 January 13, 2023 Page 6
 FirstName LastName
Mu Hongwei
Chijet Motor Company, Inc.
January 13, 2023
Page 6
The Business Combination Proposal
Earnout Provisions, page 160
25.We note that the issuance of certain ChiJet shares are subject to an earnout equal in value
to $674 million and that the shares shall be issued and registered but remain unvested and
subject to potential surrender and cancellation provided the earnout criteria are not met.
Citing authoritative accounting guidance, such as ASC 718 and ASC 815-40, please tell us
in sufficient detail how you intend to account for the earnout shares upon issuance, vesting
and/or cancellation.  Ensure you provide your assessment of whether the earnout
falls within the scope of ASC 718, whether the earnout qualifies for equity or liability
classification, and how, if at all, the contingent value rights issued to Jupiter Wellness
Acquisition Corp. shareholders impact your accounting.  Also clarify why, as noted on
page 64, the earnout is not given effect in the pro forma financial statements.
Background of the Business Combination, page 167
26.We note your disclosure in the penultimate paragraph on page 168 that the Business
Combination Agreement was based on the last versions of the business combination
agreement between DMAQ and Chijet with earnout and structure reflecting a reduced
valuation and was revised to formulate the earnout and make certain other changes.
Please specifically quantify the reduced valuation and "certain other changes."
JWAC's Board of Directors' Reasons for the Approval of the Business Combination, page 169
27.We note your disclosure that JWAC reviewed the due diligence report prepared for
DMAQ by AlixPartners who had performed extensive due diligence, including conducting
extensive in-person meetings and calls with Chijet’s management team and its
representatives regarding Chijet’s operations and financial prospects, and technical
analysis.  We note also your disclosure on page 168 that JWAC’s board discussed
assumptions and conclusions with the people at AlixPartners.  Please revise to include the
assumptions discussed and the financial prospects that the JWAC board considered in
evaluating the business combination.
Material U.S. Federal Income Tax Considerations, page 194
28.We note your disclosure that the surrender by a U.S. Holder of the shares of Common
Stock in exchange for the Pubco Ordinary Shares pursuant to the Business Combination,
when taken together with the other steps of the Business Combination, should qualify as a
non-recognition transaction pursuant to Section 351(a) of the Code.  Please file a tax
opinion as Exhibit 8.1 that supports this statement.  To extent that you intend to file a
short form tax opinion as Exhibit 8.1, please revise your disclosure on page 194 to reflect
the fact that the discussion reflects the opinion of counsel and is not solely a "summary."

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