424B3 1 f424b31123_1427702bcltd.htm PROSPECTUS

Filed Pursuant to Rule 424(b)(3)
Registration No. 333
-273972

PROXY STATEMENT/PROSPECTUS
DATED NOVEMBER 13, 2023

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
JUPITER ACQUISITION CORPORATION
AND PROSPECTUS FOR COMMON SHARES AND WARRANTS OF
1427702 B.C. LTD.

JUPITER ACQUISITION CORPORATION
11450 SE Dixie Hwy, Suite 105
Hobe Sound, FL 33455

Dear Jupiter Acquisition Corporation Stockholders:

You are cordially invited to attend the special meeting of stockholders (the “Special Meeting”) of Jupiter Acquisition Corporation, a Delaware corporation (“Jupiter”), which will be held via live webcast on December 5, 2023 at 12:00 p.m., Eastern time. The Special Meeting can be accessed by visiting https://www.cstproxy.com/jupiteracquisitioncorp/sm2023, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact Continental Stock Transfer and Trust Company, Jupiter’s transfer agent.

At the Special Meeting, in addition to the other proposals described in this proxy statement/prospectus, Jupiter stockholders will be asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of July 18, 2023 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among Jupiter, 1427702 B.C. Ltd., a corporation organized under the laws of British Columbia (“TopCo”), Filament Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of TopCo (“Merger Sub”), and Filament Health Corp., a corporation organized under the laws of British Columbia (“Filament”), and the business combination contemplated thereby (together with the other transactions related thereto, the “Business Combination”).

Pursuant to the Business Combination Agreement, each of the following transactions will occur in the following order: (i) two business days prior to the date of the closing (the “Closing”) of the Business Combination (the “Closing Date”), at the effective time of the Merger (as defined below) (the “Merger Effective Time”), Jupiter will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving company after the Merger (the “Surviving Company”) and a direct, wholly-owned subsidiary of TopCo; (ii) as a result of the Merger, (a) each issued and outstanding share of Class A common stock, par value $0.0001 per share, of Jupiter (“Jupiter Class A Common Stock”) will no longer be outstanding and will be automatically converted into and exchanged for the right to receive one common share of TopCo (“TopCo Common Share”), (b) each issued and outstanding Jupiter warrant (“Jupiter Warrant”) will no longer be outstanding and will be automatically converted into and become one TopCo warrant (“TopCo Warrant”) to purchase TopCo Common Shares, and all rights with respect to shares of Jupiter Class A Common Stock underlying such Jupiter Warrants will be automatically converted into rights with respect to TopCo Common Shares, in each case, with TopCo issuing a number of TopCo Common Shares and TopCo Warrants in accordance with the terms of the Business Combination Agreement and (c) the one issued and outstanding unit of limited liability company membership interest of Merger Sub (“Merger Sub Unit”) held by TopCo immediately before the Merger will no longer be outstanding, and in consideration for TopCo issuing a number of TopCo Common Shares to holders of Jupiter Class A Common Stock in the Merger, (x) such Merger Sub Unit will be automatically converted into and exchanged for one unit of limited liability company membership interest in the Surviving Company and (y) the Surviving Company will issue in favor of TopCo a promissory note in an amount equal to the fair market value of the Merger Sub Unit held by TopCo immediately before the Merger; (iii) at least one business day following the Merger and prior to the effective time of the statutory plan of arrangement (the “Plan of Arrangement”) in respect of the arrangement under the Business Corporations Act (British Columbia) contemplated by the Business Combination (the “Arrangement Effective Time”), TopCo will form a new British Columbia corporation (“AmalCo Sub”), which will be a direct, wholly-owned subsidiary of TopCo, with AmalCo Sub issuing a single common share to TopCo; and (iv) on the Closing Date, pursuant to the Plan of Arrangement and commencing at the Arrangement Effective Time, (a) the outstanding convertible debentures of Filament will convert into common shares of Filament (“Filament Common Shares”) in accordance with their terms, as amended, (b) the notice of articles and articles of TopCo will be amended and restated to, among other matters, create Class B non-voting common shares of TopCo (“TopCo

 

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Class B Earnout Shares”) and Class C non-voting common shares of TopCo (“TopCo Class C Earnout Shares” and together with the TopCo Class B Earnout Shares, the “Filament Earnout Shares”), (c) Filament and AmalCo Sub will amalgamate to form a new British Columbia corporation (“AmalCo,” and such transaction the “Amalgamation”), (d) the Filament shareholders will exchange all of the issued and outstanding Filament Common Shares for newly issued TopCo Common Shares, TopCo Class B Earnout Shares and TopCo Class C Earnout Shares, (e) TopCo will exchange its single common share of AmalCo Sub for a single common share of AmalCo, (f) holders of Filament warrants, restricted share units (“RSUs”) and options will receive, as applicable, warrants (“Rollover Warrants”), RSUs (“Adjusted RSUs”) or options (“Rollover Options”) of TopCo, in each case entitling the holders thereof to acquire TopCo Common Shares upon exercise or settlement of such Rollover Warrants, Adjusted RSUs or Rollover Options; (g) TopCo will repurchase for cancellation the single common share issued to the incorporator of TopCo on incorporation; and (h) after giving effect to the Amalgamation, AmalCo will become a direct, wholly-owned subsidiary of TopCo.

Upon consummation of the Business Combination and subject to the assumptions set forth in this proxy statement/prospectus, including no additional redemptions by Jupiter’s public stockholders, TopCo is expected to have up to 26,612,403 TopCo Common Shares, 1,500,000 TopCo Class B Earnout Shares, 1,500,000 TopCo Class C Earnout Shares and 8,178,543 TopCo Warrants issued and outstanding. For additional information, see the section entitled “The Business Combination Agreement — Consideration” beginning on page 157 of this proxy statement/prospectus.

Jupiter’s units, Class A common stock and warrants are currently listed on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “JAQCU,” “JAQC” and “JAQCW,” respectively. Any outstanding units will be separated into their component securities, consisting of one share of Class A common stock and one-half of one redeemable warrant, immediately prior to the Merger Effective Time and exchanged for TopCo Common Shares and TopCo Warrants, respectively. TopCo has applied to list the TopCo Common Shares and TopCo Warrants on Nasdaq under the symbols “FHFH” and “FHFHW,” respectively, in connection with the Closing. TopCo does not intend to apply to list the TopCo Common Shares on the Frankfurt Exchange or on Cboe Canada in connection with the Closing but may determine to do so in the future. There can be no assurance that the TopCo Common Shares or TopCo Warrants will be approved for listing on Nasdaq.

TopCo is a “foreign private issuer” and an “emerging growth company” under the applicable Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements.

Jupiter is providing this proxy statement/prospectus and accompanying proxy card to its 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. More information about Jupiter, Filament, TopCo and the Business Combination is contained in this proxy statement/prospectus. Whether or not you plan to attend the Special Meeting (via the virtual meeting platform), Jupiter urges you to carefully read the entire proxy statement/prospectus (including the financial statements and annexes attached hereto and any documents incorporated into this proxy statement/prospectus by reference). Please pay particular attention to the section entitled “Risk Factors,” beginning on page 53 of this proxy statement/prospectus.

After careful consideration, Jupiter’s board of directors has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that Jupiter stockholders vote FOR all of the proposals presented to Jupiter stockholders in this proxy statement/prospectus. When you consider the Jupiter board of directors’ recommendation of these proposals, you should keep in mind that certain of Jupiter’s initial stockholders, directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “The Business Combination — Interests of Jupiter’s Initial Stockholders, Directors and Officers in the Business Combination.”

Your vote is important regardless of the number of shares you hold. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Special Meeting (via the virtual meeting platform). Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.

 

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On behalf of Jupiter’s board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,

   

/s/ James N. Hauslein

November 13, 2023

 

James N. Hauslein

Chairman, Chief Executive Officer and Chief
Financial Officer

This proxy statement/prospectus is dated November 13, 2023 and is first being mailed to the stockholders of Jupiter on or about that date.

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 BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED 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.

 

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JUPITER ACQUISITION CORPORATION
11450 SE Dixie Hwy, Suite 105
Hobe Sound, FL 33455

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 5, 2023

To the Stockholders of Jupiter Acquisition Corporation:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Jupiter Acquisition Corporation, a Delaware corporation (“Jupiter”), will be held via live webcast on December 5, 2023, at 12:00 p.m., Eastern time. The Special Meeting can be accessed by visiting https://www.cstproxy.com/jupiteracquisitioncorp/sm2023, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact Continental Stock Transfer and Trust Company, Jupiter’s transfer agent. You are cordially invited to attend the Special Meeting for the following purposes:

        Proposal No. 1  The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of July 18, 2023 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among Jupiter, 1427702 B.C. Ltd., a corporation organized under the laws of British Columbia (“TopCo”), Filament Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of TopCo (“Merger Sub”), and Filament Health Corp., a corporation organized under the laws of British Columbia (“Filament”), and the business combination contemplated thereby (together with the other transactions related thereto, the “Business Combination,” and collectively, the “Business Combination Proposal”), pursuant to which each of the following transactions will occur in the following order:

(i)     two business days prior to the date of the closing (the “Closing”) of the Business Combination (the “Closing Date”), at the effective time of the Merger (as defined below) (the “Merger Effective Time”), Jupiter will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving company after the Merger (the “Surviving Company”) and a direct, wholly-owned subsidiary of TopCo;

(ii)    as a result of the Merger, (a) each issued and outstanding share of Class A common stock, par value $0.0001 per share, of Jupiter (“Jupiter Class A Common Stock”) will no longer be outstanding and will be automatically converted into and exchanged for the right to receive one common share of TopCo (“TopCo Common Share”), (b) each issued and outstanding Jupiter warrant (“Jupiter Warrant”) will no longer be outstanding and will be automatically converted into and become one TopCo warrant (“TopCo Warrant”) to purchase TopCo Common Shares, and all rights with respect to shares of Jupiter Class A Common Stock underlying such Jupiter Warrants will be automatically converted into rights with respect to TopCo Common Shares, in each case, with TopCo issuing a number of TopCo Common Shares and TopCo Warrants in accordance with the terms of the Business Combination Agreement and (c) the one issued and outstanding unit of limited liability company membership interest of Merger Sub (“Merger Sub Unit”) held by TopCo immediately before the Merger will no longer be outstanding, and in consideration for TopCo issuing a number of TopCo Common Shares to holders of Jupiter Class A Common Stock in the Merger, (x) such Merger Sub Unit will be automatically converted into and exchanged for one unit of limited liability company membership interest in the Surviving Company and (y) the Surviving Company will issue in favor of TopCo a promissory note in an amount equal to the fair market value of the Merger Sub Unit held by TopCo immediately before the Merger;

(iii)   at least one business day following the Merger and prior to the effective time of the statutory plan of arrangement (the “Plan of Arrangement”) in respect of the arrangement under the Business Corporations Act (British Columbia) contemplated by the Business Combination (the “Arrangement Effective Time”), TopCo will form a new British Columbia corporation (“AmalCo Sub”), which will be a direct, wholly-owned subsidiary of TopCo, with AmalCo Sub issuing a single common share to TopCo; and

 

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(iv)   on the Closing Date, pursuant to the Plan of Arrangement and commencing at the Arrangement Effective Time, (a) the outstanding convertible debentures of Filament will convert into common shares of Filament (“Filament Common Shares”) in accordance with their terms, as amended, (b) the notice of articles and articles of TopCo will be amended and restated (as amended and restated, the “TopCo Articles”) to, among other matters, create Class B non-voting common shares of TopCo (“TopCo Class B Earnout Shares”) and Class C non-voting common shares of TopCo (“TopCo Class C Earnout Shares” and together with the TopCo Class B Earnout Shares, the “Filament Earnout Shares”), (c) Filament and AmalCo Sub will amalgamate to form a new British Columbia corporation (“AmalCo,” and such transaction the “Amalgamation”), (d) the Filament shareholders will exchange all of the issued and outstanding Filament Common Shares for newly issued TopCo Common Shares, TopCo Class B Earnout Shares and TopCo Class C Earnout Shares, (e) TopCo will exchange its single common share of AmalCo Sub for a single common share of AmalCo, (f) holders of Filament warrants, restricted share units (“RSUs”) and options will receive, as applicable, warrants, RSUs or options of TopCo, in each case entitling the holders thereof to acquire TopCo Common Shares upon exercise or settlement of such warrants, RSUs or options of TopCo; (g) TopCo will repurchase for cancellation the single common share issued to the incorporator of TopCo on incorporation; and (h) after giving effect to the Amalgamation, AmalCo will become a direct, wholly-owned subsidiary of TopCo; and

        Proposal Nos. 2A through 2F  The Advisory Governance Proposals — to consider and vote upon, on a non-binding advisory basis, six separate governance proposals relating to the following material changes between Jupiter’s amended and restated certificate of incorporation (as amended, the “Jupiter Charter”) and bylaws and the TopCo Articles (collectively, the “Advisory Governance Proposals”):

(A)    The TopCo Articles would establish the authorized capital of TopCo to consist of an unlimited number of TopCo Common Shares without par value, a maximum of 1,500,000 TopCo Class B Earnout Shares without par value and a maximum of 1,500,000 TopCo Class C Earnout Shares without par value (Proposal No. 2A);

(B)    The TopCo Articles would provide for a declassified board of directors with the result being that each director will be elected annually for a term of one year (Proposal No. 2B);

(C)    The TopCo Articles would reduce the requisite quorum for a meeting of shareholders from a majority of outstanding voting power to two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting (Proposal No. 2C);

(D)    The TopCo Articles would include an advance notice provision that requires a nominating shareholder to provide notice to TopCo in advance of a meeting of shareholders should such nominating shareholder wish to nominate a person for election to the board of directors (Proposal No. 2D);

(E)    The TopCo Articles would include a forum selection provision whereby, subject to limited exceptions, the Province of British Columbia, Canada will be the sole and exclusive forum for certain shareholder litigation matters (Proposal No. 2E);

(F)    The TopCo Articles would not include provisions relating to Jupiter’s status as a special purpose acquisition company that will no longer be relevant following the Closing (Proposal No. 2F); and

        Proposal No. 3  The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve and adopt the 2023 Equity Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve under such plan (the “Equity Incentive Plan Proposal”);

        Proposal No. 4 — The NTA Requirement Amendment Proposal — to consider and vote upon a proposal to amend the Jupiter Charter, in the form attached to this proxy statement/prospectus as Annex E (the “Jupiter Charter Amendment”), to eliminate (i) the limitation that Jupiter shall not redeem Public Shares (as defined below) to the extent that such redemption would result in Jupiter’s failure to have net tangible assets of at least $5,000,001, or any greater net tangible asset or cash requirement which may be contained in the agreement relating to Jupiter’s initial business combination, upon consummation of such

 

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initial business combination (such limitation, the “Redemption Limitation”), and (ii) the requirement that Jupiter shall not consummate an initial business combination unless the Redemption Limitation is not exceeded (together, the “NTA Requirement Amendment Proposal”); and

        Proposal No. 5  The Adjournment Proposal — to consider and vote upon a proposal to authorize the adjournment of the Special Meeting to a later date or dates, 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 one or more proposals presented to stockholders for vote or if certain conditions under the Business Combination Agreement are not satisfied or waived (the “Adjournment Proposal”).

Only holders of record of Jupiter common stock (“Jupiter Common Stock”) at the close of business on November 6, 2023, the record date for the Special Meeting, are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Jupiter stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at Jupiter’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to the Jupiter Charter, Jupiter is providing the holders (the “Public Stockholders”) of the shares (the “Public Shares”) of Class A common stock, par value $0.0001 per share, of Jupiter (“Jupiter Class A Common Stock”) issued in Jupiter’s initial public offering (the “IPO”) with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account established for the benefit of the Public Stockholders in connection with the IPO (the “Trust Account”) as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Jupiter (net of taxes payable), upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $15.1 million on June 30, 2023, the estimated per share redemption price would have been approximately $10.35 (as adjusted for interest withdrawn and not yet applied to taxes payable). Public Stockholders may elect to redeem their Public Shares even if they vote for the Business Combination Proposal or any of the other proposals presented at the Special Meeting. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the Public Shares without Jupiter’s prior consent. Holders of Jupiter’s outstanding warrants to purchase shares of Jupiter Class A Common Stock do not have redemption rights with respect to such warrants in connection with the Business Combination.

Jupiter’s initial stockholders, officers and directors collectively beneficially own an aggregate of (i) 3,940,462 shares of Jupiter Class A Common Stock, which were converted on a one-for-one basis from shares of Class B common stock, par value $0.0001 per share, of Jupiter issued prior to the IPO (as converted, the “Founder Shares”, and collectively, the “Class B Conversion”) and (ii) 595,237 shares of Jupiter Class A Common Stock underlying private placement units issued in connection with the IPO (“Private Shares”), collectively representing approximately 75.5% of Jupiter’s issued and outstanding shares of common stock. Jupiter’s initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to any shares of Jupiter Common Stock that they may hold in connection with the completion of the Business Combination and (ii) vote any such shares in favor of the Business Combination Proposal. The Founder Shares and Private Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Notwithstanding the Class B Conversion, the holders of Founder Shares will not be entitled to receive any funds held in the Trust Account with respect to any such converted shares.

The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Jupiter Common Stock entitled to vote thereon at the Special Meeting. The approval of the NTA Requirement Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of the outstanding shares of Jupiter Common Stock entitled to vote thereon at the Special Meeting. The approval of each of the Equity Incentive Plan Proposal and, if presented, the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the shares of Jupiter Common Stock entitled to vote thereon and voted, in person (via the virtual meeting platform) or by proxy, at the Special Meeting. Accordingly, a stockholder’s failure to vote in person (via the virtual meeting platform) or by proxy at the Special Meeting, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Business Combination Proposal and the NTA Requirement Amendment Proposal and, if a valid quorum is otherwise established, no effect on the outcome of any vote on the Equity Incentive Plan Proposal or, if presented, the Adjournment Proposal.

 

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The approval of each of the Advisory Governance Proposals requires the affirmative vote of the holders of at least a majority of the shares of Jupiter Common Stock entitled to vote thereon and voted, in person (via the virtual meeting platform) or by proxy, at the Special Meeting. A vote to approve each of the Advisory Governance Proposals is an advisory vote, and therefore, is not binding on Jupiter, Filament, TopCo or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory votes on the Advisory Governance Proposals, Jupiter, Filament and TopCo intend that the TopCo Articles, in the form attached to this proxy statement/prospectus as Annex B and containing the provisions noted in the Advisory Governance Proposals, will take effect at the Closing, assuming approval of the Business Combination Proposal.

The Closing is conditioned on the adoption of the Business Combination Proposal. Each of the NTA Requirement Amendment Proposal and the Equity Incentive Plan Proposal is also conditioned on the adoption of the Business Combination Proposal. The Business Combination Proposal, the Advisory Governance Proposals and the Adjournment Proposal are not conditioned on the adoption of any other proposal set forth in this proxy statement/prospectus. If the NTA Requirement Amendment Proposal is approved, subject to the approval of the Business Combination Proposal, and if the Jupiter Board determines to implement the Jupiter Charter Amendment upon a determination that all other conditions to the consummation of the Business Combination are satisfied or waived, such amendment will be filed with the Secretary of State of the State of Delaware substantially concurrently with the Closing but prior to the Merger Effective Time.

Jupiter has no specified maximum redemption threshold under its charter. It is a condition to closing under the Business Combination Agreement, however, that minimum net proceeds amount to at least the sum of Filament’s transaction expenses, Jupiter’s transaction expenses and $5,000,000. If redemptions by Public Stockholders cause Jupiter to be unable to meet this closing condition, then the parties may be unable to consummate the Business Combination.

Your vote is important regardless of the number of shares you hold. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Special Meeting in person (via the virtual meeting platform). Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.

If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person (via the virtual meeting platform), the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Business Combination Proposal and the NTA Requirement Amendment Proposal and, if a valid quorum is otherwise established, no effect on the outcome of any vote on the other proposals set forth in this proxy statement/prospectus. However, if Jupiter stockholders do not approve the Business Combination Proposal, the Business Combination may not be consummated. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person (via the virtual meeting platform), you may withdraw your proxy and vote in person (via the virtual meeting platform).

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto and any documents incorporated into the proxy statement/prospectus by reference) for a more complete description of the Business Combination and related transactions and each of the proposals. Jupiter urges you to carefully read the entire proxy statement/prospectus. If you have any questions or need assistance voting your shares, please call Jupiter’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200. Banks and brokers may reach Morrow Sodali LLC at (203) 658-9400. This notice of meeting and the accompanying proxy statement/prospectus are available at https://www.cstproxy.com/jupiteracquisitioncorp/sm2023.

 

By Order of the Board of Directors,

   

/s/ James N. Hauslein

November 13, 2023

 

James N. Hauslein

Chairman, Chief Executive Officer and Chief
Financial Officer

 

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IF YOU SIGN AND RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD SHARES OF JUPITER CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE PUBLIC SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING OF JUPITER STOCKHOLDERS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

1

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

 

1

IMPORTANT INFORMATION ABOUT IFRS

 

1

FINANCIAL STATEMENT PRESENTATION

 

1

INDUSTRY AND MARKET DATA

 

2

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

 

2

FREQUENTLY USED TERMS

 

3

QUESTIONS AND ANSWERS

 

9

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF JUPITER

 

46

SELECTED HISTORICAL FINANCIAL INFORMATION OF FILAMENT

 

47

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

49

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

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RISK FACTORS

 

53

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

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COMPARATIVE SHARE INFORMATION

 

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THE SPECIAL MEETING OF JUPITER STOCKHOLDERS

 

131

THE BUSINESS COMBINATION

 

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THE BUSINESS COMBINATION AGREEMENT

 

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CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

 

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

164

MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

 

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PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

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PROPOSAL NO. 2 — THE ADVISORY GOVERNANCE PROPOSALS

 

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PROPOSAL NO. 3 — THE EQUITY INCENTIVE PLAN PROPOSAL

 

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PROPOSAL NO. 4 — THE NTA REQUIREMENT AMENDMENT PROPOSAL

 

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PROPOSAL NO. 5 — THE ADJOURNMENT PROPOSAL

 

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INFORMATION ABOUT TOPCO

 

192

INFORMATION ABOUT JUPITER

 

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JUPITER MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

207

CERTAIN JUPITER RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

213

INFORMATION ABOUT FILAMENT

 

216

FILAMENT EXECUTIVE AND DIRECTOR COMPENSATION

 

249

FILAMENT MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

251

CERTAIN FILAMENT RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

268

MANAGEMENT AFTER THE BUSINESS COMBINATION

 

270

DESCRIPTION OF TOPCO SECURITIES

 

280

COMPARISON OF CORPORATE GOVERNANCE AND RIGHTS OF HOLDERS OF SHARES

 

291

SHARES ELIGIBLE FOR FUTURE SALE

 

306

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

308

MARKET INFORMATION AND DIVIDENDS

 

311

ADDITIONAL INFORMATION

 

313

LEGAL MATTERS

 

314

EXPERTS

 

314

ENFORCEABILITY OF CIVIL LIABILITIES

 

314

WHERE YOU CAN FIND MORE INFORMATION

 

315

INDEX TO FINANCIAL STATEMENTS

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 (File No. 333-273972) filed with the SEC by TopCo, constitutes a prospectus of TopCo under Section 5 of the Securities Act with respect to the TopCo Common Shares to be issued to Jupiter stockholders, as well as the TopCo Warrants to acquire TopCo Common Shares to be issued upon conversion of the Jupiter Warrants and the TopCo Common Shares underlying such warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the Special Meeting at which Jupiter stockholders will be asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the Business Combination contemplated thereby, among other matters.

This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer.

Jupiter files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. For information on how to obtain copies of these materials, see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

        “$”, “USD”, “USD$”, “US$” and “U.S. dollar” each refer to the United States dollar; and

        “CAD$”, “C$” and “Canadian dollar” each refer to the Canadian dollar.

The exchange rate used for conversion between U.S. dollars and Canadian dollars is based on the U.S. dollar to Canadian dollar exchange rate reported by the Bank of Canada.

IMPORTANT INFORMATION ABOUT IFRS

Filament’s audited financial statements included in this proxy statement/prospectus as of and for the years ended December 31, 2022 and 2021 have been prepared in accordance with International Financial Reporting Standards as issued by the IFRS Foundation and the International Accounting Standards Board and referred to in this proxy statement/prospectus as “IFRS.”

FINANCIAL STATEMENT PRESENTATION

Jupiter

The financial statements of Jupiter included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP and are denominated in U.S. dollars.

Filament

The financial statements of Filament included in this proxy statement/prospectus have been prepared in accordance with IFRS and are denominated in Canadian dollars.

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INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Filament relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. Filament has supplemented this information where necessary with its own internal estimates, considering publicly available information about other industry participants and its management’s best view as to information that is not publicly available. This information appears in “Information About Filament,” “Filament Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this proxy statement/prospectus. Filament has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates. See “Cautionary Note Regarding Forward-Looking Statements.”

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Filament, TopCo, Jupiter and their respective subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their respective businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but the applicable owners will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks. The use or display of other parties’ trademarks, trade names or service marks in this proxy statement/prospectus is not intended to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of Filament, TopCo or Jupiter by, these other parties.

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FREQUENTLY USED TERMS

In this document, unless the context otherwise requires:

“Adjournment Proposal” means a proposal to authorize the adjournment of the Special Meeting to a later date or dates, 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 one or more proposals presented to stockholders for vote or if certain conditions under the Business Combination Agreement are not satisfied or waived.

“Adjusted RSUs” means the Filament RSUs outstanding immediately prior to the Arrangement Effective Time (whether vested or unvested) as assumed by TopCo and adjusted into RSUs to receive TopCo Common Shares, by virtue of the Amalgamation.

“Advisory Governance Proposals” means the proposal to consider and vote upon, on a non-binding advisory basis, six separate governance proposals relating to certain material changes between the Jupiter Governing Documents and the TopCo Articles, collectively.

“Advisory Shares” means the fully paid and nonassessable Filament Common Shares that may be issued to Maxim pursuant to the Maxim Letter.

“AmalCo” means the new British Columbia corporation formed as a result of the Amalgamation.

“AmalCo Sub” means a new British Columbia corporation to be formed by TopCo in connection with the Arrangement.

“Amalgamation” means the amalgamation of Filament and AmalCo Sub to form AmalCo pursuant to the Arrangement.

“Anchor Investors” means the qualified institutional buyers or institutional accredited investors not affiliated with Jupiter, the Sponsor, Jupiter’s directors or any member of Jupiter’s management team, that participated in the IPO and acquired from the Sponsor an indirect interest in certain Founder Shares at the time of the IPO.

“Ancillary Agreements” means the Shareholder Support Agreements, the Sponsor Support Agreement, the Lock-Up Agreement, the PIPE Subscription Agreements, if any, the Registration Rights Agreement, the Warrant Amendment Agreement and all other agreements, certificates and instruments executed and delivered by Jupiter, TopCo, Merger Sub or Filament in connection with the Business Combination and specifically contemplated by the Business Combination Agreement.

“Arrangement” means the arrangement pursuant to the Plan of Arrangement.

“Arrangement Effective Time” means the effective time of the Arrangement.

“BCBCA” means the Business Corporations Act (British Columbia) and the regulations made thereunder.

“Bridge Financing” means the non-brokered private placement by Filament of 27,777,773 Bridge Units, each consisting of one Bridge Share and one Bridge Warrant, for gross proceeds of approximately CAD$2,500,000, which was completed on July 24, 2023.

“Bridge Shares” means the Filament Common Shares issued as part of the Bridge Units.

“Bridge Units” means the units of Filament issued in the Bridge Financing, with each such Bridge Unit being comprised of one Bridge Share and one Bridge Warrant.

“Bridge Warrants” means the Filament warrants issued as part of the Bridge Units, with each such warrant being exercisable to purchase one Filament Common Share at a price of CAD$0.117 per share until July 24, 2026.

“broker non-vote” means the failure of a Jupiter stockholder, who holds his, her or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Brookline” means Brookline Capital Markets, a division of Arcadia Securities, LLC, an underwriter of the IPO.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

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“Business Combination Agreement” means the Business Combination Agreement, dated as of July 18, 2023, as it may be amended, supplemented, or otherwise modified from time to time, by and among Jupiter, TopCo, Merger Sub and Filament.

“Business Combination Proposal” means the proposal to approve and adopt the Business Combination Agreement and the Business Combination contemplated thereby.

“CDSA” means the Controlled Drugs and Substances Act (Canada).

“Change of Control” means any transaction or series of transactions the result of which is: (a) the acquisition by any Person or group (as defined under Section 13 of the Exchange Act) of Persons of direct or indirect beneficial ownership of securities representing 50% or more of the combined voting power of the then outstanding securities of a company; (b) a merger, consolidation, business combination, recapitalization, reorganization, or other similar transaction, however effected, resulting in any Person or group (as defined under Section 13 of the Exchange Act) acquiring more than 50% of the combined voting power of the then outstanding securities of a company or the surviving or successor entity immediately after such combination; or (c) a sale of all or substantially all of the assets of a company and its subsidiaries, taken as a whole; provided, however, that any securities of a company issued (i) in a bona fide financing transaction, (ii) in a series of bona fide financing transactions, (iii) in accordance with the Business Combination Agreement or (iv) pursuant to the conversion of any securities issued in accordance with the Business Combination Agreement shall be excluded from the definition of “Change of Control”.

“Class B Conversion” means the conversion by the Initial Stockholders on April 20, 2023, in connection with the implementation of the Extension, of all shares of Jupiter Class B Common Stock to shares of Jupiter Class A Common Stock on a one-for-one basis in accordance with the Jupiter Charter.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date upon which the Closing is to occur.

“CMOs” means contract manufacturing organizations.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

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

“Continental” means Continental Stock Transfer & Trust Company, as trustee of the Trust Account, Jupiter’s transfer agent and registrar and Jupiter’s warrant agent, as applicable.

“CROs” means contract research organizations.

“CSA” means the U.S. Controlled Substances Act.

“DEA” means the U.S. Drug Enforcement Agency.

“Deferred Fee Shares” means the 150,000 TopCo Common Shares that are expected to be issued to each of Brookline and Ladenburg, totaling an aggregate of 300,000 TopCo Common Shares, in exchange for an equal number of shares of Jupiter Class A Common Stock that may be issued at Jupiter’s option to Brookline and Ladenburg in satisfaction of deferred underwriting commissions pursuant to the underwriting agreement for the IPO.

“DGCL” means the Delaware General Corporation Law.

“Earnout Shares” means, collectively, the Company Earnout Shares, the Sponsor Earnout Shares and the Underwriter Earnout Shares.

“Effective Date” means the effective date of the registration statement on Form F-4 of which this proxy statement/prospectus forms a part.

“Equity Incentive Plan” means the 2023 Equity Incentive Plan, substantially in the form attached to this proxy statement/prospectus as Annex C.

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“Equity Incentive Plan Proposal” means the proposal to approve and adopt the Equity Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve under such plan.

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

“Existing Registration Rights Agreement” means the Registration Rights Agreement, dated as of August 12, 2021, by and among Jupiter and certain Jupiter securityholders.

“Existing Warrant Agreement” means the Warrant Agreement, dated as of August 12, 2021, by and between Jupiter and Continental, as warrant agent, governing the outstanding Jupiter Warrants.

“Extension” means the extension of the date by which Jupiter must consummate an initial business combination from August 17, 2023 to December 17, 2023 that was approved by Jupiter’s stockholders at the Jupiter Extension Meeting.

“FCPA” means the U.S. Foreign Corrupt Practices Act.

“Filament” means Filament Health Corp., a corporation organized under the laws of British Columbia, and its consolidated subsidiaries.

“Filament Board” means the board of directors of Filament.

“Filament Circular” means the management information circular in connection with the requisite special meeting of the Filament securityholders with respect to the Business Combination and other matters as described therein.

“Filament Common Shares” means the common shares of Filament.

“Filament Earnout Shares” means the up to 1,500,000 TopCo Class B Earnout Shares and up to 1,500,000 TopCo Class C Earnout Shares, collectively, that are subject to earnout arrangements pursuant to the Business Combination Agreement.

“Filament Shareholder Transaction Consideration” means the number of TopCo Common Shares equal to $176,000,000 divided by $10.00 to be issued to Filament shareholders pursuant to the Business Combination Agreement.

“Founder Shares” means the shares of Jupiter Class B Common Stock issued to the Initial Stockholders prior to the IPO, including the shares of Jupiter Class A Common Stock issued in the Class B Conversion.

“GCP” means good clinical practices.

“GMP” means good manufacturing practices.

“IFRS” means the International Financial Reporting Standards, as issued by the IFRS Foundation and the International Accounting Standards Board, as in effect from time to time.

“Initial Stockholders” means the holders of the Founder Shares prior to the IPO and their permitted transferees, as applicable.

“Interim Order” means the interim order of the Supreme Court of British Columbia made pursuant to the BCBCA in connection with the Arrangement.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means Jupiter’s initial public offering of Public Units, consummated on August 17, 2021, collectively with the closing of the partial exercise of the over-allotment option, consummated on August 25, 2021.

“IRBs” means institutional review boards.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Jupiter” means Jupiter Acquisition Corporation, a Delaware corporation.

“Jupiter Board” means the board of directors of Jupiter.

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“Jupiter Bylaws” means the bylaws of Jupiter in effect as of the date of this proxy statement/prospectus.

“Jupiter Charter” means the amended and restated certificate of incorporation of Jupiter filed with the Delaware Secretary of State on September 10, 2020, as amended on April 20, 2023.

“Jupiter Charter Amendment” means the proposed amendment to the Jupiter Charter in the form attached to this proxy statement/prospectus as Annex E.

“Jupiter Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Jupiter.

“Jupiter Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of Jupiter.

“Jupiter Common Stock” means the Jupiter Class A Common Stock and the Jupiter Class B Common Stock, collectively.

“Jupiter Extension Meeting” means the special meeting in lieu of the 2023 annual meeting of stockholders of Jupiter held on April 18, 2023 at which Jupiter’s stockholders approved the Extension, among other matters.

“Jupiter Governing Documents” means the Jupiter Charter and the Jupiter Bylaws, in each case as amended, modified or supplemented from time to time.

“Jupiter Units” means the Public Units and the Private Units, collectively.

“Jupiter Warrants” means the Public Warrants and the Private Warrants, collectively.

“Key Filament Shareholders” means certain Filament shareholders holding approximately 43% of the total number of outstanding Filament Common Shares as of the date of this proxy statement/prospectus.

“Ladenburg” means Ladenburg Thalmann & Co. Inc., an underwriter of the IPO.

“Lock-Up Agreement” the Lock-Up Agreement to be entered into in connection with the Closing by TopCo and certain holders of TopCo securities upon the Closing, substantially in the form attached as Exhibit A to the Business Combination Agreement.

“Maxim Letter” means that certain letter agreement with respect to financial advisory services, dated March 22, 2023, by and between Filament and Maxim, as amended on August 11, 2023.

“Maxim” means Maxim Group LLC.

“Merger” means the merger of Jupiter with and into Merger Sub, with Merger Sub continuing as the Surviving Company after such merger as a direct, wholly-owned subsidiary of TopCo.

“Merger Effective Time” means the effective time of the Merger.

“Merger Sub” means Filament Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of TopCo.

“Merger Sub Unit” means the limited liability company membership interest of Merger Sub.

“Nasdaq” means The Nasdaq Stock Market LLC and, as the context may require, any of the capital markets which it operates.

“Newbridge” means Newbridge Securities Corporation.

“Nomura” means Nomura Securities International, Inc., an underwriter of the IPO.

“NTA Requirement Amendment Proposal” means the proposal to amend the Jupiter Charter pursuant to the Jupiter Charter Amendment to eliminate (i) the Redemption Limitation and (ii) the requirement that Jupiter shall not consummate an initial business combination unless the Redemption Limitation is not exceeded.

“OTCQB” means the OTCQB® Venture Market.

“PCAOB” means the Public Company Accounting Oversight Board.

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“Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture or other entity, whether or not a legal entity.

“PIPE Financing” means any private placements of Jupiter Class A Common Stock or TopCo Common Shares, or securities or indebtedness exercisable or exchangeable for, or convertible into, Jupiter Class A Common Stock or TopCo Common Shares, to the PIPE Investors pursuant to the PIPE Subscription Agreements, collectively.

“PIPE Investors” means certain investors that may enter into PIPE Subscription Agreements prior to the Closing.

“PIPE Subscription Agreements” means one or more subscription agreements that may be entered into by the PIPE Investors prior to the Closing to subscribe for and purchase certain Jupiter or TopCo securities on the Closing Date.

“Plan of Arrangement” means the Plan of Arrangement in substantially the form attached to the Business Combination Agreement as Exhibit D.

“Private Placement” means the private placements of Private Units, in connection with the IPO, to the Sponsor, certain of the underwriters of the IPO and certain of the underwriters’ employees, collectively.

“Private Shares” means the shares of Jupiter Class A Common Stock underlying the Private Units.

“Private Units” means the units purchased by the Sponsor, certain of the underwriters of the IPO and certain of the underwriters’ employees in the Private Placement, each of which consisted of one Private Share and one-half of one Private Warrant.

“Private Warrants” means the warrants included in the Private Units, each of which is exercisable for one share of Jupiter Class A Common Stock, in accordance with its terms.

“Public Shares” means the shares of Jupiter Class A Common Stock issued as part of the Public Units.

“Public Stockholders” means the holders of Public Shares.

“Public Units” means the units issued in the IPO, each of which consisted of one Public Share and one-half of one Public Warrant.

“Public Warrants” means the warrants included in the Public Units, each of which is exercisable for one share of Jupiter Class A Common Stock, in accordance with its terms.

“Redemption Limitation” means the limitation in the Jupiter Charter that Jupiter shall not redeem Public Shares to the extent that such redemption would result in Jupiter’s failure to have net tangible assets of at least $5,000,001, or any greater net tangible asset or cash requirement which may be contained in the agreement relating to Jupiter’s initial business combination, upon consummation of such initial business combination.

“Redemption Rights” means the redemption rights provided for in Article IX of the Jupiter Charter.

“Registration Rights Agreement” means the Registration Rights Agreement to be entered into in connection with the Closing by TopCo and certain holders of TopCo securities upon the Closing, substantially in the form attached as Exhibit B to the Business Combination Agreement.

“Rollover Options” means the Filament options outstanding immediately prior to the Arrangement Effective Time (whether vested or unvested) as exchanged for options of TopCo exercisable to receive TopCo Common Shares, by virtue of the Amalgamation.

“Rollover Warrants” means the Filament warrants outstanding immediately prior to the Arrangement Effective Time (whether vested or unvested) as exchanged for warrants of TopCo exercisable to receive TopCo Common Shares, by virtue of the Amalgamation.

“RSUs” means restricted share units.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

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

“Shareholder Support Agreements” means the Shareholder Support Agreements, each dated as of July 18, 2023, by and among Jupiter, Filament and the Key Filament Shareholders.

“Special Meeting” means the special meeting of the stockholders of Jupiter, to be held via live webcast on December 5, 2023 at 12:00 p.m., Eastern time, or such other date, time and place to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals set forth in this proxy statement/prospectus.

“Sponsor” means Jupiter Founders LLC, a Delaware limited liability company.

“Sponsor Earnout Shares” means up to 1,945,189 TopCo Common Shares that are subject to vesting conditions pursuant to the Business Combination Agreement.

“Sponsor Subsidiary” means Jupiter Founders Subsidiary LLC, a Delaware limited liability company.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of July 18, 2023, by and among the Sponsor, Jupiter and Filament.

“Surviving Company” means Merger Sub following the Merger.

“TopCo” means 1427702 B.C. Ltd., a corporation organized under the laws of British Columbia.

“TopCo Articles” means the amended and restated articles of TopCo to be in effect following the Business Combination, substantially in the form attached to this proxy statement/prospectus as Annex B.

“TopCo Board” means the board of directors of TopCo.

“TopCo Class B Earnout Shares” means Class B non-voting common shares of TopCo.

“TopCo Class C Earnout Shares” means Class C non-voting common shares of TopCo.

“TopCo Common Shares” means common shares in the capital of TopCo.

“TopCo Warrants” means the Jupiter Warrants as converted into warrants of TopCo representing the right to purchase TopCo Common Shares, pursuant to the Warrant Amendment Agreement in connection with the Business Combination and on substantially the same terms as were in effect immediately prior to the Business Combination under the terms of the Existing Warrant Agreement.

“Trust Account” means the trust account established for the benefit of the Public Stockholders in connection with the IPO, with Continental acting as trustee pursuant to the Trust Agreement.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of August 12, 2021, by and between Jupiter and Continental, as trustee, as amended on April 20, 2023.

“Underwriter Earnout Shares” means up to 139,001 TopCo Common Shares that are subject to the vesting conditions pursuant to the Business Combination Agreement.

“U.S. GAAP” means generally accepted accounting principles as in effect in the United States from time to time.

“USPTO” means the United States Patent and Trademark Office.

“Warrant Agreement” means the Existing Warrant Agreement, as amended by the Warrant Amendment Agreement.

“Warrant Amendment Agreement” means the assignment and assumption agreement with respect to the Existing Warrant Agreement, to be entered into by Jupiter, TopCo and Continental, as warrant agent, at or prior to Closing.

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QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the Special Meeting and the proposals to be presented at the Special Meeting, including with respect to the Business Combination. The following questions and answers may not include all the information that is important to Jupiter stockholders. Stockholders are urged to carefully read this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

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

A.     Jupiter has entered into the Business Combination Agreement with TopCo, Merger Sub and Filament, which provides for the Business Combination in which, among other transactions, Jupiter will merge with and into Merger Sub, with Merger Sub continuing as the Surviving Company after the Merger and a direct, wholly-owned subsidiary of TopCo. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

As a result of the Business Combination, among other matters: (i) at the Merger Effective Time, each issued and outstanding share of Jupiter Common Stock will be automatically converted into and exchanged for one TopCo Common Share, and each issued and outstanding Jupiter Warrant will be automatically converted into and become one TopCo Warrant to purchase TopCo Common Shares; and (ii) at the Arrangement Effective Time, (x) the Filament Shareholder Transaction Consideration and the Filament Earnout Shares will be issued to holders of Filament Common Shares, and (y) holders of Filament warrants, RSUs and options will receive, as applicable, Rollover Warrants, Adjusted RSUs or Rollover Options, in each case exercisable or settleable for TopCo Common Shares. See “The Business Combination Agreement — Consideration,” “Security Ownership of Certain Beneficial Owners and Management,” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Jupiter stockholders are being asked to consider and vote upon the Business Combination Proposal to approve and adopt the Business Combination Agreement and the Business Combination, among other proposals, at the Special Meeting. You are receiving this proxy statement/prospectus because you hold Jupiter Common Stock as of the record date for the Special Meeting.

The publicly traded Jupiter Units, shares of Jupiter Class A Common Stock and Jupiter Warrants are currently listed on the Nasdaq Capital Market tier of Nasdaq under the symbols “JAQCU,” “JAQC” and “JAQCW,” respectively. TopCo has applied to list the TopCo Common Shares and TopCo Warrants on Nasdaq in connection with the Closing. TopCo does not intend to apply to list the TopCo Common Shares on the Frankfurt Exchange or on Cboe Canada in connection with the Closing but may determine to do so in the future. All outstanding Jupiter Units will be separated into their underlying securities immediately prior to the Merger Effective Time. Accordingly, TopCo will not have units outstanding following consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the Business Combination and the proposals to be acted upon at the Special Meeting. You should read this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, carefully and in their entirety. This document also constitutes a prospectus of TopCo with respect to certain TopCo Common Shares, TopCo Warrants and TopCo Common Shares underlying TopCo Warrants, in each case issuable in connection with the Business Combination.

Q.     When and where is the Special Meeting?

A.     The Special Meeting will be held via live webcast on December 5, 2023 at 12:00 p.m., Eastern time, or such other date, time and place to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals set forth in this proxy statement/prospectus.

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Q.     What matters will stockholders consider at the Special Meeting?

A.     At the Special Meeting, Jupiter will ask its stockholders to vote in favor of the following proposals:

        Proposal No. 1  The Business Combination Proposal — a proposal to approve and adopt the Business Combination Agreement and the Business Combination contemplated thereby.

        Proposal Nos. 2A through 2F  The Advisory Governance Proposals — six separate governance proposals to approve, on a non-binding advisory basis, the following material changes between the Jupiter Governing Documents and the TopCo Articles:

(A)    The TopCo Articles would establish the authorized capital of TopCo to consist of an unlimited number of TopCo Common Shares without par value, a maximum of 1,500,000 TopCo Class B Earnout Shares without par value and a maximum of 1,500,000 TopCo Class C Earnout Common Shares without par value (Proposal No. 2A);

(B)    The TopCo Articles would provide for a declassified board of directors with the result being that each director will be elected annually for a term of one year (Proposal No. 2B);

(C)    The TopCo Articles would reduce the requisite quorum for a meeting of shareholders from a majority of outstanding voting power to two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting (Proposal No. 2C);

(D)    The TopCo Articles would include an advance notice provision that requires a nominating shareholder to provide notice to TopCo in advance of a meeting of shareholders should such nominating shareholder wish to nominate a person for election to the board of directors (Proposal No. 2D);

(E)    The TopCo Articles would include a forum selection provision whereby, subject to limited exceptions, the Province of British Columbia, Canada will be the sole and exclusive forum for certain shareholder litigation matters (Proposal No. 2E);

(F)    The TopCo Articles would not include provisions relating to Jupiter’s status as a special purpose acquisition company that will no longer be relevant following the Closing (Proposal No. 2F).

        Proposal No. 3  The Equity Incentive Plan Proposal — a proposal to approve and adopt the Equity Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve under such plan.

        Proposal No. 4 — The NTA Requirement Amendment Proposal — a proposal to amend the Jupiter Charter pursuant to the Jupiter Charter Amendment to eliminate (i) the Redemption Limitation and (ii) the requirement that Jupiter shall not consummate an initial business combination unless the Redemption Limitation is not exceeded.

        Proposal No. 5  The Adjournment Proposal — a proposal to authorize the adjournment of the Special Meeting to a later date or dates, 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 one or more proposals presented to stockholders for vote or if certain conditions under the Business Combination Agreement are not satisfied or waived.

Q.     Are any of the proposals conditioned on one another?

A.     The Closing is conditioned on the adoption of the Business Combination Proposal. Each of the NTA Requirement Amendment Proposal and the Equity Incentive Plan Proposal is also conditioned on the adoption of the Business Combination Proposal. The Business Combination Proposal, the Advisory Governance Proposals and the Adjournment Proposal are not conditioned on the adoption of any other proposal set forth in this proxy statement/prospectus. If the NTA Requirement Amendment Proposal is approved, subject to the approval of the Business Combination Proposal, and if the Jupiter Board determines to implement the Jupiter Charter Amendment upon a determination that all other conditions to the consummation of the Business Combination are satisfied or waived, such amendment will be filed with the Secretary of State of the State of Delaware substantially concurrently with the Closing but prior to the Merger Effective Time.

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It is important to note that, if the Business Combination Proposal is not approved, then Jupiter will not consummate the Business Combination. If Jupiter does not consummate the Business Combination and fails to complete an initial business combination by December 17, 2023, or such later date as may be approved by Jupiter’s stockholders, Jupiter will be required to dissolve and liquidate.

Q.     What will happen in the Business Combination?

A.      Pursuant to the Business Combination Agreement, each of the following transactions will occur, in the following order: (i) two business days prior to the Closing Date, at the Merger Effective Time, Jupiter will merge with and into Merger Sub, with Merger Sub continuing as the Surviving Company after the Merger and a direct, wholly-owned subsidiary of TopCo; (ii) as a result of the Merger, (a) each issued and outstanding share of Jupiter Class A Common Stock will no longer be outstanding and will be automatically converted into and exchanged for the right to receive one TopCo Common Share, (b) each issued and outstanding Jupiter Warrant will no longer be outstanding and will be automatically converted into and become one TopCo Warrant to purchase TopCo Common Shares, and all rights with respect to shares of Jupiter Class A Common Stock underlying such Jupiter Warrants will be automatically converted into rights with respect to TopCo Common Shares, in each case, with TopCo issuing a number of TopCo Common Shares and TopCo Warrants in accordance with the terms of the Business Combination Agreement and (c) the one issued and outstanding Merger Sub Unit held by TopCo immediately before the Merger will no longer be outstanding, and in consideration for TopCo issuing a number of TopCo Common Shares to holders of Jupiter Class A Common Stock in the Merger, (x) such Merger Sub Unit will be automatically converted into and exchanged for one unit of limited liability company membership interest in the Surviving Company and (y) the Surviving Company will issue in favor of TopCo a promissory note in an amount equal to the fair market value of the Merger Sub Unit held by TopCo immediately before the Merger; (iii) at least one business day following the Merger and prior to the Arrangement Effective Time, TopCo will form AmalCo Sub, which will be a direct, wholly-owned subsidiary of TopCo, with AmalCo Sub issuing a single common share to TopCo; and (iv) on the Closing Date, pursuant to the Plan of Arrangement and commencing at the Arrangement Effective Time, (a) the outstanding convertible debentures of Filament will convert into Filament Common Shares in accordance with their terms, as amended, (b) the notice of articles and articles of TopCo will be amended and restated to, among other matters, create TopCo Class B Earnout Shares and TopCo Class C Earnout Shares, (c) Filament and AmalCo Sub will amalgamate to form AmalCo, (d) the Filament shareholders will exchange all of the issued and outstanding Filament Common Shares for newly issued TopCo Common Shares, TopCo Class B Earnout Shares and TopCo Class C Earnout Shares, (e) TopCo will exchange its single common share of AmalCo Sub for a single common share of AmalCo, (f) holders of Filament warrants, RSUs and options will receive, as applicable, Rollover Warrants, Adjusted RSUs or Rollover Options, in each case entitling the holders thereof to acquire TopCo Common Shares upon exercise or settlement of such Rollover Warrants, Adjusted RSUs or Rollover Options; (g) TopCo will repurchase for cancellation the single common share issued to the incorporator of TopCo on incorporation; and (h) after giving effect to the Amalgamation, AmalCo will become a direct, wholly-owned subsidiary of TopCo.

Immediately prior to the Merger Effective Time, Jupiter expects to issue 150,000 shares of Jupiter Class A Common Stock to each of Brookline and Ladenburg, totaling an aggregate of 300,000 shares, in satisfaction of deferred underwriting commissions pursuant to the underwriting agreement for the IPO, that would be exchangeable at the Merger Effective Time for an equal number of TopCo Common Shares. The Deferred Fee Shares are being registered pursuant to the registration statement of which this proxy statement/prospectus forms a part and, if issued, will be unrestricted and freely transferable.

Additionally, immediately prior to the Arrangement Effective Time, pursuant to the Maxim Letter, Filament will issue the Advisory Shares to Maxim. The number of Advisory Shares will be a number of Filament Common Shares that are exchangeable at the Arrangement Effective Time for TopCo Common Shares such that, after such exchange, Maxim will receive 350,000 TopCo Common Shares. The TopCo Common Shares that may be received in exchange for the Advisory Shares and the Bridge Shares are in addition to the TopCo Common Shares that are included within the Filament Shareholder Transaction Consideration, and the TopCo Common Shares into which the Advisory Shares and the Bridge Shares may be converted are being registered pursuant to the registration statement of which this proxy statement/prospectus forms a part and will be unrestricted and freely transferable. In addition, pursuant to the Maxim Letter, Maxim will receive a cash financial advisory fee at Closing of $1 million.

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Q.     Why is Jupiter proposing the Business Combination Proposal?

A.     Jupiter is a blank check company incorporated as a Delaware corporation on June 17, 2020, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Jupiter may consummate a business combination with a target business in any geographic location or industry. If Jupiter does not consummate the Business Combination and fails to complete an initial business combination by December 17, 2023, or such later date as may be approved by Jupiter’s stockholders, Jupiter will be required to dissolve and liquidate.

Of the net proceeds from the IPO and the Private Placement, $157,618,500 was placed into the Trust Account immediately following the IPO. In connection with the implementation of the Extension, Jupiter redeemed 14,286,357 shares of Jupiter Class A Common Stock tendered for redemption by the Public Stockholders, at a redemption price of approximately $10.16 per share, for an aggregate redemption amount of approximately $145.2 million. As of June 30, 2023, the remaining funds held in the Trust Account were approximately $15.1 million. In accordance with the Jupiter Charter, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?

There are currently 6,011,192 shares of Jupiter Common Stock issued and outstanding, consisting solely of shares of Jupiter Class A Common Stock, of which 1,475,493 are Public Shares, 3,940,462 are Founder Shares and 595,237 are Private Shares. In addition, there currently are 8,178,543 Jupiter Warrants issued and outstanding, consisting of 7,880,925 Public Warrants and 297,618 Private Warrants. Each whole Jupiter Warrant entitles the holder thereof to purchase one share of Jupiter Class A Common Stock (or, upon consummation of the Business Combination, one TopCo Common Share) at an exercise price of $11.50 per share, subject to adjustment. The Jupiter Warrants (or, upon consummation of the Business Combination, the TopCo Warrants) will become exercisable 30 days after the consummation of Jupiter’s initial business combination and will expire five years after the consummation of Jupiter’s initial business combination, or earlier upon redemption or liquidation. There are no shares of Jupiter Class B Common Stock or Jupiter preferred stock issued and outstanding.

Under the Jupiter Charter, Jupiter must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of the Business Combination. Holders of Jupiter Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. At the Closing, the outstanding shares of Jupiter Class A Common Stock will be exchanged for TopCo Common Shares and the outstanding Jupiter Warrants will be converted into TopCo Warrants. All outstanding Jupiter Units will be separated into their underlying securities immediately prior to the Merger Effective Time. Accordingly, TopCo will not have units outstanding following consummation of the Business Combination.

Q.     Why is Jupiter proposing the NTA Requirement Amendment Proposal?

A.     The purpose of the NTA Requirement Amendment Proposal is to eliminate from the Jupiter Charter the Redemption Limitation and the requirement that Jupiter shall not consummate an initial business combination unless the Redemption Limitation is not exceeded. The elimination of these provisions from the Jupiter Charter could facilitate the consummation of the Business Combination if Jupiter’s (or the Combined Company’s) net tangible assets would be below $5,000,001 immediately after the Closing.

Jupiter is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The initial purpose of the Redemption Limitation in the Jupiter Charter was to ensure that Jupiter would not be subject to the “penny stock” rules of the SEC as long as it complied with the Redemption Limitation, and to therefore not be deemed a “blank check company” as defined under Rule 419 of the Securities Act, because it complied with Rule 3a51-1(g)(1) under the Exchange Act (the “NTA Rule”).

Under Rule 419 of the Securities Act, the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Under Rule 3a51-1, the term “penny stock” is defined to mean any equity security, unless that equity security fits within certain enumerated exclusions.

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The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC, and Jupiter believes that it can rely on another exclusion, Rule 3a51-1(a)(2) under the Exchange Act (the “National Exchange Rule”), due to its being listed on Nasdaq. The National Exchange Rule excludes from the definition of “penny stock” any equity security that is registered, or approved for registration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated quotation system sponsored by a registered national securities association, that has established initial listing standards that meet or exceed the criteria in the rule.

Jupiter believes that Nasdaq has initial listing standards that meet the criteria identified in the National Exchange Rule. As Jupiter’s securities are listed on Nasdaq and have been since the consummation of the IPO, Jupiter believes that it can rely on the National Exchange Rule to avoid being subject to the “penny stock” rules of the SEC. Therefore, Jupiter has determined that the inclusion of the Redemption Limitation in the Jupiter Charter is unnecessary. Additionally, because the shares of Jupiter Common Stock will be exchanged for TopCo Common Shares in connection with the consummation of the Business Combination, and TopCo has applied to list the TopCo Common Shares on Nasdaq in connection with the Closing, the TopCo Common Shares, if approved for listing on Nasdaq, are expected to avoid being deemed a “penny stock” pursuant to the National Exchange Rule. For more information, see “Proposal No. 4 — The NTA Requirement Amendment Proposal.”

Q.     Who is Filament?

A.     Filament is a natural psychedelic drug development company focused on the treatment of substance use disorders. Filament’s proprietary technology platform enables the discovery and delivery of botanical psychedelic medicines for clinical development. PEX010 is standardized to provide a precise dose of botanical psilocybin per oral capsule, and is currently being administered in phase 1 and 2 human clinical trials approved by the FDA and Health Canada. It is currently being studied in 14 clinical trials in North America and Europe via Filament’s network of academic and research institutions for conditions including alcohol use disorder, treatment resistant depression, opioid tapering, and chronic pain. All of the trials are being conducted under the authorization of the applicable governing authority, including, but not limited to, the FDA, Health Canada and European Medicines Agency. The Company believes that, as a botanical drug, PEX010 offers intellectual property benefits versus synthetic drugs due to its complex active pharmaceutical ingredient, as well as a more rapid path into clinical development. Filament is actively pursuing early access schemes around the world and has supplied dozens of Canadian patients via the Health Canada Special Access Program. Filament is currently generating revenue by out-licensing its lead drug candidate, PEX010, to commercial partners. Licensing revenue for the three months ended June 30, 2023, was $62,500 and for the years ended December 31, 2022 and 2021 was $364,500 and $0, respectively. Net losses before income taxes for the three months ended June 30, 2023, was $(1,523,148) and for the years ended December 31, 2022 and 2021 was $(16,537,003) and $(9,291,355), respectively.

Q.     What equity stake will Jupiter stockholders and Filament shareholders have in TopCo after the Closing?

A.     The following table illustrates varying beneficial ownership levels in TopCo, as well as possible sources and extents of dilution for non-redeeming Public Stockholders, assuming (i) no additional redemptions of Public Shares, (ii) redemptions of 25% of the Public Shares, (iii) redemptions of 50% of the Public Shares, (iv) redemptions of 75% of the Public Shares and (v) maximum redemptions of Public Shares, in each case as described below (and in each case after taking into account the April Redemptions, as defined below):

        Assuming No Additional Redemptions:    This presentation assumes that no Public Stockholders exercise Redemption Rights with respect to their Public Shares.

        Assuming 25% Redemptions:    This presentation assumes that the Public Stockholders holding approximately 12.17% of the Public Shares exercise Redemption Rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the maximum redemptions scenario. This scenario assumes that 179,555 Public Shares are redeemed for an aggregate redemption payment of approximately USD$1,862,610 (or approximately CAD$2,467,400).

        Assuming 50% Redemptions:    This presentation assumes that the Public Stockholders holding approximately 24.34% of the Public Shares exercise Redemption Rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the maximum redemptions scenario. This scenario assumes that 359,110 Public Shares are redeemed for an aggregate redemption payment of approximately USD$3,725,220 (or approximately CAD$4,934,799).

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        Assuming 75% Redemptions:    This presentation assumes that the Public Stockholders holding approximately 36.51% of the Public Shares exercise Redemption Rights with respect to their Public Shares, which is approximately 75% of the Public Shares assumed to be redeemed under the maximum redemptions scenario. This scenario assumes that 538,666 Public Shares are redeemed for an aggregate redemption payment of approximately USD$5,587,841 (or approximately CAD$7,402,213).

        Assuming Maximum Redemptions:    This presentation assumes that 718,220 Public Shares are redeemed for aggregate redemption payments of approximately USD$7,450,440, assuming a USD$10.37 per share redemption price based on the funds in the Trust Account as of September 30, 2023 (or approximately CAD$9,869,594 assuming a CAD$13.74 per share redemption price), and that 757,273 Public Shares remain outstanding after such redemptions. This presentation further assumes that the Business Combination would not be consummated if Jupiter does not, at Closing, satisfy the minimum cash condition under the Business Combination Agreement that minimum net proceeds amount to at least the sum of Filament’s transaction expenses, Jupiter’s transaction expenses and $5,000,000.

The percentage of the total number of outstanding TopCo Common Shares that will be owned by the Public Stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination. If the actual facts are different from these assumptions, the percentage ownerships referred to herein will be different.

 

No
Additional
Redemptions

 

%

 

25%
Redemptions

 

%

 

50%
Redemptions

 

%

 

75%
Redemptions

 

%

 

Maximum
Redemptions

 

%

Filament Shareholders(1)

 

20,600,000

 

69.6

%

 

20,600,000

 

70.0

%

 

20,600,000

 

70.4

%

 

20,600,000

 

70.9

%

 

20,600,000

 

71.4

%

Jupiter Public Stockholders

 

1,475,493

 

5.0

%

 

1,295,938

 

4.4

%

 

1,116,383

 

3.8

%

 

936,827

 

3.2

%

 

757,273

 

2.6

%

Jupiter Founder Shares(2)

 

963,048

 

3.3

%

 

963,048

 

3.3

%

 

963,048

 

3.3

%

 

963,048

 

3.3

%

 

963,048

 

3.3

%

Sponsor Shares(3)

 

3,211,416

 

10.8

%

 

3,211,416

 

10.9

%

 

3,211,416

 

11.0

%

 

3,211,416

 

11.0

%

 

3,211,416

 

11.1

%

Underwriter Shares(4)

 

661,235

 

2.2

%

 

661,235

 

2.2

%

 

661,235

 

2.3

%

 

661,235

 

2.3

%

 

661,235

 

2.3

%

Bridge Shares

 

2,351,211

 

7.9

%

 

2,351,211

 

8.0

%

 

2,351,211

 

8.0

%

 

2,351,211

 

8.1

%

 

2,351,211

 

8.1

%

Advisory Shares

 

350,000

 

1.2

%

 

350,000

 

1.2

%

 

350,000

 

1.2

%

 

350,000

 

1.2

%

 

350,000

 

1.2

%

Total shares outstanding at Closing, not reflecting potential sources of dilution

 

29,612,403

 

100.0

%

 

29,432,848

 

100.0

%

 

29,253,293

 

100.0

%

 

29,073,737

 

100.0

%

 

28,894,183

 

100.0

%

         

 

       

 

       

 

       

 

       

 

Total shares outstanding at Closing, not reflecting potential sources of dilution

 

29,612,403

 

61.7

%

 

29,432,848

 

61.6

%

 

29,253,293

 

61.5

%

 

29,073,737

 

61.3

%

 

28,894,183

 

61.0

%

Potential sources of dilution:

       

 

       

 

       

 

       

 

       

 

Public Warrants

 

7,880,925

 

16.5

%

 

7,880,925

 

16.5

%

 

7,880,925

 

16.6

%

 

7,880,925

 

16.6

%

 

7,880,925

 

16.7

%

Private Warrants

 

297,618

 

0.6

%

 

297,618

 

0.6

%

 

297,618

 

0.6

%

 

297,618

 

0.6

%

 

297,618

 

0.6

%

Bridge Warrants

 

2,351,211

 

4.9

%

 

2,351,211

 

4.9

%

 

2,351,211

 

4.9

%

 

2,351,211

 

4.9

%

 

2,351,211

 

5.0

%

New Option Pool

 

7,071,231

 

14.7

%

 

7,071,231

 

14.8

%

 

7,071,231

 

14.8

%

 

7,071,231

 

14.9

%

 

7,071,231

 

15.0

%

Unvested Securities

 

784,884

 

1.6

%

 

784,884

 

1.6

%

 

784,884

 

1.6

%

 

784,884

 

1.7

%

 

784,884

 

1.7

%

Total shares outstanding at Closing

 

47,998,272

 

100.0

%

 

47,818,717

 

100.0

%

 

47,639,162

 

100.0

%

 

47,459,606

 

100.0

%

 

47,280,052

 

100.0

%

____________

(1)      Includes 1,500,000 TopCo Class B Earnout Shares, 1,500,000 TopCo Class C Earnout Shares, and 2,791,710 Filament shares resulting from conversion of vested dilutive securities.

(2)      Excludes Founder Shares separately included under “Sponsor Shares” and “Underwriter Shares”.

(3)      Includes 2,778,841 Founder Shares (which includes 1,945,189 Sponsor Earnout Shares) and 432,575 Private Shares.

(4)      Includes 198,573 Founder Shares (which includes 139,001 Underwriter Earnout Shares), 162,662 Private Shares and 300,000 Deferred Fee Shares.

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

A.     After completion of the Business Combination, if consummated, the funds held in the Trust Account will be used to pay holders of the Public Shares who properly exercise their Redemption Rights and, after paying the redemptions, a portion is expected to be used to pay transaction expenses incurred by Jupiter and Filament (estimated, as of June 30, 2023, for purposes of the inclusion of such estimate in the information contained in the section of this proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information,’’ to be CAD$4.0 million and CAD$9.1 million, respectively), which estimate is subject to adjustment and may be different than the actual aggregate transaction expenses incurred and unpaid by Jupiter and Filament as of and through the Closing Date.

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In the event of the Maximum Redemption Scenario, the proceeds from the Business Combination would be used by the Combined Company to complete its Phase 2 clinical trial in methamphetamine use disorder and to complete a Phase 2 clinical trial in opioid use disorder.

In the event of the No Additional Redemption Scenario, the proceeds from the Business Combination would be used by the Combined Company to complete its Phase 2 clinical trial in methamphetamine use disorder, to complete a Phase 2 clinical trial in opioid use disorder and to complete two additional Phase 2 clinical trials in stimulant use disorder and opioid use disorder.  

There can be no assurance that the Combined Company will realize any remaining proceeds from the Business Combination or that any remaining proceeds will be meaningful, in which case the Combined Company will be dependent on other available sources of liquidity to fund the intended uses described above, including any funds on hand, any funds generated through business operations and any funds that may be available to the Combined Company through financing or other means, if and to the extent available. The Company currently believes that it could reduce its ongoing operational costs so that approximately USD$4.0 million (approximately CAD$5.43 million, based on an exchange rate as of November 10, 2023 of US$1.00 to CAD$1.3819) would be required to maintain its operations for the first twelve months after the Closing. Filament currently does not expect that the minimum cash condition will be waived. However, if the Combined Company would have at least USD$4.0 million in cash (plus committed financings) after the Closing (after payment of transaction expenses incurred by Jupiter and Filament), Filament may choose to waive the minimum cash condition. If the Combined Company would have less than USD$4.0 million in cash (plus committed financings) after the Closing (after payment of transaction expenses incurred by Jupiter and Filament), it might not have sufficient funds to maintain its operations, and therefore Filament would not waive the minimum cash condition in such circumstances. While the Combined Company does not currently expect the relative allocations reflected above among the expected uses to vary materially to the extent the Combined Company realizes meaningful remaining proceeds from the Business Combination, there can be no assurance that will be the case.

In addition, the foregoing expected uses of funds held in the Trust Account represent Filament’s current intentions based upon its current plans and business conditions, which could change in the future as the Combined Company’s plans and business conditions evolve. As of the date of this proxy statement/prospectus, Filament cannot predict with certainty all of the particular uses of the funds held in the Trust Account, or the amounts that the Combined Company will actually spend on the uses set forth above. The amounts and timing of the Combined Company’s actual expenditures may vary significantly depending on numerous factors, including the amount of remaining proceeds realized from the Business Combination, if any, cash flows from operations and the anticipated growth of Combined Company’s business. The Combined Company’s management will retain broad discretion over the allocation of the proceeds from the Business Combination. Pending our use of the funds in the Trust Account, we intend to invest the funds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

Q.     Who will be the directors and officers of TopCo if the Business Combination is consummated?

A.      It is anticipated that, following consummation of the Business Combination, the TopCo Board will consist of six individuals, a majority of whom will be independent directors in accordance with stock exchange requirements. Five of the members of the TopCo Board will be designated by Filament and one will be designated by the Sponsor and its affiliates. Additionally, one individual designated by the Sponsor or its affiliates will be appointed as a non-voting observer to the TopCo Board for an initial term of one year, extendable in TopCo’s sole discretion. The officers of Filament as of immediately prior to the Closing are expected to serve as the initial officers of TopCo upon the Closing. See the section entitled “Management after the Business Combination” for additional information.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Business Combination Agreement, including that Jupiter’s stockholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination Agreement.”

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Q.     What happens if I sell my shares of Jupiter Common Stock before the Special Meeting?

A.     The record date for the Special Meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Jupiter Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy 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 of Jupiter Common Stock because you will no longer be able to deliver them for cancellation upon the Closing. If you transfer your shares of Jupiter Common Stock prior to the record date, you will have no right to vote those shares at the Special Meeting or to have them redeemed for a pro rata portion of the aggregate amount on deposit in the Trust Account. Only Jupiter’s stockholders on the date of the Closing will be entitled to receive TopCo Common Shares in connection with the Closing.

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 the holders of at least a majority of the outstanding shares of Jupiter Common Stock entitled to vote thereon at the Special Meeting. The approval of the NTA Requirement Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of the outstanding shares of Jupiter Common Stock entitled to vote thereon at the Special Meeting. The approval of each of the Equity Incentive Plan Proposal and, if presented, the Adjournment Proposal requires the affirmative vote of the holders of at least a majority of the shares of Jupiter Common Stock entitled to vote thereon and voted, in person (via the virtual meeting platform) or by proxy, at the Special Meeting. Accordingly, a stockholder’s failure to vote in person (via the virtual meeting platform) or by proxy at the Special Meeting, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Business Combination Proposal and the NTA Requirement Amendment Proposal and, if a valid quorum is otherwise established, no effect on the outcome of any vote on the Equity Incentive Plan Proposal or, if presented, the Adjournment Proposal.

The approval of each of the Advisory Governance Proposals requires the affirmative vote of the holders of at least a majority of the shares of Jupiter Common Stock entitled to vote thereon and voted, in person (via the virtual meeting platform) or by proxy, at the Special Meeting. A vote to approve each of the Advisory Governance Proposals is an advisory vote, and therefore, is not binding on Jupiter, Filament, TopCo or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory votes on the Advisory Governance Proposals, Jupiter, Filament and TopCo intend that the TopCo Articles, in the form attached to this proxy statement/prospectus as Annex B and containing the provisions noted in the Advisory Governance Proposals, will take effect at the Closing, assuming approval of the Business Combination Proposal.

The Closing is conditioned on the adoption of the Business Combination Proposal. Each of the NTA Requirement Amendment Proposal and the Equity Incentive Plan Proposal is also conditioned on the adoption of the Business Combination Proposal. The Business Combination Proposal, the Advisory Governance Proposals and the Adjournment Proposal are not conditioned on the adoption of any other proposal set forth in this proxy statement/prospectus. If the NTA Requirement Amendment Proposal is approved, subject to the approval of the Business Combination Proposal, and if the Jupiter Board determines to implement the Jupiter Charter Amendment upon a determination that all other conditions to the consummation of the Business Combination are satisfied or waived, such amendment will be filed with the Secretary of State of the State of Delaware substantially concurrently with the Closing but prior to the Merger Effective Time.

It is important to note that, if the Business Combination Proposal is not approved, then Jupiter will not consummate the Business Combination. If Jupiter does not consummate the Business Combination and fails to complete an initial business combination by December 17, 2023, or such later date as may be approved by Jupiter’s stockholders, Jupiter will be required to dissolve and liquidate.

Q.     Do the Filament securityholders need to approve the Business Combination?

A.     The Business Combination will also be submitted to the securityholders of Filament for their consideration and approval. Filament intends to file the Filament Circular in connection with the requisite special meeting of the Filament securityholders with respect to the Business Combination and other matters as described in the

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Filament Circular. The special meeting of the Filament securityholders will be held on December 11, 2023, or on such later date to which such special meeting may be properly postponed or adjourned. The Plan of Arrangement will require, subject to court approval in the Interim Order, the approval of (i) at least 66⅔% of the votes cast by Filament securityholders, voting as a single class; and (ii) at least 66⅔% of the votes cast by Filament shareholders, voting as a single class.

Q.     Is Jupiter required to have a minimum amount of cash after redemptions in order to close the Business Combination?

A.     Yes. It is a condition to closing under the Business Combination Agreement that minimum net proceeds amount to at least the sum of Filament’s transaction expenses, Jupiter’s transaction expenses and $5,000,000. If redemptions by Public Stockholders cause Jupiter to be unable to meet this closing condition, then Filament will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition. See also the questions entitled “May Jupiter, the Sponsor or Jupiter’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?” and “Will Jupiter or TopCo issue additional equity securities in connection with the consummation of the Business Combination?”

Q.     May the Initial Stockholders and Jupiter’s directors and officers or their affiliates purchase shares of Jupiter Common Stock in connection with the Business Combination?

A.     Subject to applicable securities laws, the Initial Stockholders, Jupiter’s directors and officers or their affiliates may purchase shares of Jupiter Common Stock in privately negotiated transactions or in the open market either prior to or following the completion of an initial business combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of Jupiter’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that the Initial Stockholders or Jupiter’s directors, officers or their affiliates purchase shares of Jupiter Common Stock in privately negotiated transactions from Public Stockholders who have already elected to exercise their Redemption Rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. See the section entitled “The Business Combination — Potential Actions to Secure Requisite Stockholder Approvals” for more information.

Q.     What is the effect of the Bridge Financing on the Combined Company?

A.     On July 24, 2023, Filament completed the Bridge Financing, pursuant to which Filament issued by way of non-brokered private placement 27,777,773 Bridge Units at a price of CAD$0.09 per Bridge Unit for gross proceeds of approximately CAD$2,500,000. Each Bridge Unit is comprised of one Bridge Share and one Bridge Warrant, with each such Bridge Warrant being exercisable to purchase one Filament Common Share at a price of CAD$0.117 per share until July 24, 2026.

Negev Capital, a psychedelic medical intervention investment fund that has made over 25 investments to date, was lead investor of the Bridge Financing. Konstantin Adamsky, one of the members of the Filament Board, is Chief Operating Officer at Negev Capital. The net proceeds of the Bridge Financing will be used for the initiation of patient recruitment for the Company’s Phase 2 Methamphetamine Use Disorder clinical trial under an investigational new drug application (the “IND”) that has already been accepted by the FDA as well as for other general corporate purposes.

It is not currently anticipated that the Bridge Financing will have a material effect on the Combined Company or the ownership thereof. Immediately upon completion of the Bridge Financing, Negev Capital owned less than 10% of the issued and outstanding Filament Common Shares.

Q.     Will Jupiter or TopCo issue additional equity securities in connection with the consummation of the Business Combination?

A.     Following the execution of the Business Combination Agreement, certain PIPE Investors may enter into one or more PIPE Subscription Agreements pursuant to which, among other things, each PIPE Investor would agree to subscribe for and purchase on the Closing Date, and TopCo or Jupiter, as applicable, would agree to issue and sell to each such PIPE Investor on the Closing Date, the number of (a) TopCo Common Shares or securities or indebtedness exercisable or exchangeable for, or convertible into, TopCo Common Shares, or (b) shares of Jupiter Common Stock or securities or indebtedness exercisable or exchangeable for, or convertible into, shares

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of Jupiter Common Stock, as applicable, at such prices and on such other terms as may be set forth in the PIPE Subscription Agreements. TopCo, Filament and Jupiter have agreed to use their commercially reasonable efforts to obtain the PIPE Financing and are currently in the process of seeking such PIPE Financing. No terms with respect to the PIPE Financing have yet been agreed with any PIPE Investors to date.

The purposes of the PIPE Financing may include increasing the likelihood of Jupiter meeting the minimum available cash condition to consummation of the Business Combination. Any equity issuances could result in dilution of the relative ownership interest of the non-redeeming Public Stockholders and the other TopCo shareholders following the Business Combination.

Q.     How many votes do I have at the Special Meeting?

A.     Jupiter’s stockholders are entitled to one vote at the Special Meeting for each share of Jupiter Common Stock held of record as of the record date. As of the close of business on the record date, there were 6,011,192 issued and outstanding shares of Jupiter Common Stock.

Q.     How will the Initial Stockholders and Jupiter’s directors and officers vote?

A.     In connection with the IPO, Jupiter entered into a letter agreement with the Initial Stockholders and Jupiter’s directors and officers, pursuant to which each agreed to vote all of their shares of Jupiter Common Stock in favor of the Business Combination Proposal. As of the record date, such holders beneficially own an aggregate of approximately 75.5% of the issued and outstanding shares of Jupiter Common Stock. As such ownership represents greater than a majority of the shares of Jupiter Common Stock issued and outstanding, Jupiter does not expect to need any of the Public Shares to be voted in favor of any of the proposals set forth in this proxy statement/prospectus for such proposals to be approved.

Q.     What interests do the Initial Stockholders and Jupiter’s directors and officers have in the Business Combination?

A.     When you consider the recommendation of the Jupiter Board to vote in favor of approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, you should keep in mind that the Initial Stockholders and certain of Jupiter’s directors and officers have interests in the Business Combination that are different from, in addition to, or in conflict with, your interests as a stockholder. These interests include, among other things:

        the beneficial ownership interests that the Initial Stockholders and certain of Jupiter’s directors and officers have in the 3,940,462 Founder Shares, acquired prior to the IPO for an aggregate purchase price of $25,000, which shares would become worthless if Jupiter does not complete a business combination within the applicable time period, as the holders have waived liquidation rights with respect to such shares. The Founder Shares have an aggregate market value of approximately $40,783,388, based on the closing price of the Jupiter Class A Common Stock of $10.3499 on Nasdaq on November 10, 2023;

        the beneficial ownership interests that the Initial Stockholders and certain of Jupiter’s directors and officers have in the 595,237 Private Units, acquired for an aggregate purchase price of $5,952,370, which units, including the component Private Shares and Private Warrants, would become worthless if Jupiter does not complete a business combination within the applicable time period, as the holders of the Private Units have waived liquidation rights with respect to the component Private Shares and there will be no distribution from the Trust Account with respect to Jupiter Warrants. Such units have an aggregate market value of approximately $6,190,465, based on the closing price of the Jupiter Units of $10.40 on Nasdaq on November 10, 2023;

        even if the trading price of the TopCo Common Shares following the consummation of the Business Combination was as low as $1.32 per share, the aggregate market value of the TopCo Common Shares issued in exchange for the Founder Shares and the Private Shares alone (without taking into account the value of the TopCo Warrants received upon conversion of the Private Warrants underlying the Private Units) would be approximately equal to the initial investment in Jupiter by the Initial Stockholders. As a result, if the Business Combination is completed, the Initial Stockholders are likely to be able to make a substantial profit on their investment in Jupiter even at a time when the TopCo Common Shares have lost significant value. On the other hand, if the Business Combination Proposal is not approved and Jupiter

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does not consummate an initial business combination by December 17, 2023, or such later date as may be approved by Jupiter’s stockholders, the Initial Stockholders will lose their entire investment in Jupiter (except as to any liquidating distributions to which they may be entitled as holders of Public Shares);

        each of the Anchor Investors has acquired from the Sponsor an indirect economic interest in 100,000 Founder Shares (or an aggregate of 900,000 Founder Shares) at the original purchase price that the Sponsor paid for the Founder Shares. The Sponsor has agreed to distribute such Founder Shares to the Anchor Investors after the completion of Jupiter’s initial business combination. As a result, if the Business Combination is consummated, the Anchor Investors may make a substantial profit on their investment in Jupiter, even at a time when the TopCo Common Shares have lost significant value. The Anchor Investors may therefore have different interests with respect to a vote on the Business Combination Proposal than other Public Stockholders and an incentive to vote any Public Shares they own in favor of such proposals. However, Jupiter is not aware of any arrangements or understandings among the Anchor Investors with regard to voting, including voting with respect to the Business Combination Proposal;

        in connection with the IPO, the Sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by any claims by a third party for services rendered or products sold to Jupiter, or a prospective target business with which Jupiter has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement;

        Jupiter’s directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them on Jupiter’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

        the potential continuation of one or more of Jupiter’s directors as directors of TopCo following the consummation of the Business Combination; and

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

These interests may influence Jupiter’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. You should also read the section entitled “The Business Combination — Jupiter Board’s Reasons for the Approval of the Business Combination.

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

A.     Yes. Jupiter retained Newbridge to act as its financial advisor in connection with the Business Combination and to provide an independent fairness opinion to the Jupiter Board. At the time of signing of the Business Combination Agreement, Filament had an equity value of approximately US$9.8 million, based on an average of the closing prices of the Filament Common Shares on each of the NEO Exchange (now operating as Cboe Canada), the OTCQB, and the Frankfurt Exchange of CAD$0.075 (US$0.05687), US$0.0647 and €0.042 (US$0.04654), respectively, and an aggregate of 174,742,713 Filament Common Shares outstanding on such date, compared to an offer from Jupiter of US$176 million pre-money equity value. On July 18, 2023, at a meeting of the Jupiter Board held to evaluate the Business Combination, Newbridge delivered to the Jupiter Board an oral opinion, which was later confirmed by delivery of a written opinion, dated July 18, 2023, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its written opinion, (i) the Filament Shareholder Transaction Consideration is fair, from a financial point of view, to Jupiter and Jupiter’s unaffiliated Public Stockholders and (ii) Filament has an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account). Newbridge’s written opinion is attached to this proxy statement/prospectus as Annex D. For more information with respect to the opinion of Newbridge, please see the section entitled “The Business Combination — Fairness Opinion of Newbridge.

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Q.     What happens if the Business Combination Proposal is not approved?

A.     If the Business Combination Proposal is not approved and Jupiter does not consummate a business combination by December 17, 2023, or such later date as may be approved by Jupiter’s stockholders, Jupiter will be required to dissolve and liquidate the Trust Account.

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 the 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 interest not previously released to Jupiter but net of taxes payable, upon the consummation of the Business Combination. Redemption Rights are not available to holders of Jupiter Warrants in connection with the Business Combination. The Initial Stockholders and Jupiter’s directors and officers have agreed to waive their Redemption Rights with respect to any shares of Common Stock held by them in connection with the completion of the Business Combination. None of the Initial Stockholders or Jupiter’s officers or directors received any specific consideration for agreeing not to seek redemption of such shares of Jupiter Common Stock. The Founder Shares and Private Shares 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 $15.1 million on June 30, 2023, the estimated per share redemption price would have been approximately $10.35 (as adjusted for interest withdrawn and not yet applied to taxes payable). This is greater than the $10.00 IPO price of the Public Units. Additionally, Public 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 aggregate amount on deposit in the Trust Account, including any interest not previously released to Jupiter but net of taxes payable, in connection with the liquidation of the Trust Account if Jupiter does not complete a business combination within the applicable time period.

Q.     Is there a limit on the number of shares I may redeem?

A.     A Public Stockholder, together with any of his, her or its affiliates or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act) will be restricted from seeking Redemption Rights with respect to 15% or more of the Public Shares without Jupiter’s prior consent. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a Public Stockholder who holds less than 15% of the Public Shares may redeem all of the Public Shares held by such stockholder for cash.

Q.     Will how I vote affect my ability to exercise Redemption Rights?

A.     No. You may exercise your Redemption Rights whether you vote your Public Shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus, or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to have their Public Shares redeemed holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

It is a condition to closing under the Business Combination Agreement, however, that minimum net proceeds amount to at least the sum of Filament’s transaction expenses, Jupiter’s transaction expenses and $5,000,000. If redemptions by Public Stockholders cause Jupiter to be unable to meet this closing condition, then Filament will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition.

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.      As discussed above, Public Stockholders may vote in favor of the Business Combination and also 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 of Public Shares. However, the Closing is conditioned upon, among other things, the minimum cash condition

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under the Business Combination Agreement that minimum net proceeds amount to at least the sum of Filament’s transaction expenses, Jupiter’s transaction expenses and $5,000,000. If the number of redemptions cause this condition not to be satisfied, Filament will not be obligated to consummate the Business Combination. In addition, with fewer Public Shares and Public Stockholders, the trading market for TopCo Common Shares may be less liquid than the market for shares of Jupiter Class A Common Stock was prior to the Closing and TopCo may not be able to continue to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Filament’s business will be reduced.

Based on funds in the Trust Account of approximately $15.1 million on June 30, 2023, the estimated per share redemption price would have been approximately $10.35 (as adjusted for interest withdrawn and not yet applied to taxes payable).

The table below shows the potential impact of redemptions on the pro forma book value per share of the TopCo Common Shares that will be outstanding immediately after the Closing, assuming (i) no additional redemptions of Public Shares, (ii) redemptions of 25% of the Public Shares, (iii) redemptions of 50% of the Public Shares, (iv) redemptions of 75% of the Public Shares and (v) maximum redemptions of Public Shares, in each case as described below (and in each case after taking into account the April Redemptions):

        Assuming No Additional Redemptions:    This presentation assumes that no Public Stockholders exercise Redemption Rights with respect to their Public Shares.

        Assuming 25% Redemptions:    This presentation assumes that the Public Stockholders holding approximately 12.17% of the Public Shares exercise Redemption Rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the maximum redemptions scenario. This scenario assumes that 179,555 Public Shares are redeemed for an aggregate redemption payment of approximately USD$1,862,610 (or CAD$2,467,400).

        Assuming 50% Redemptions:    This presentation assumes that the Public Stockholders holding approximately 24.34% of the Public Shares exercise Redemption Rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the maximum redemptions scenario. This scenario assumes that 359,110 Public Shares are redeemed for an aggregate redemption payment of approximately USD$3,725,220 (or CAD$4,934,799).

        Assuming 75% Redemptions:    This presentation assumes that the Public Stockholders holding approximately 36.51% of the Public Shares exercise Redemption Rights with respect to their Public Shares, which is approximately 75% of the Public Shares assumed to be redeemed under the maximum redemptions scenario. This scenario assumes that 538,666 Public Shares are redeemed for an aggregate redemption payment of approximately USD$5,587,841 (or CAD$7,402,213).

        Assuming Maximum Redemptions:    This presentation assumes that 718,220 Public Shares are redeemed for aggregate redemption payments of approximately USD$7,450,440, assuming a USD$10.37 per share redemption price based on the funds in the Trust Account as of September 30, 2023 (or approximately CAD$9,869,594 assuming a CAD$13.74 per share redemption price), and that 757,276 Public Shares remain outstanding after such redemptions. This presentation further assumes that the Business Combination would not be consummated if Jupiter does not, at Closing, satisfy the minimum cash condition under the Business Combination Agreement that minimum net proceeds amount to at least the sum of Filament’s transaction expenses, Jupiter’s transaction expenses and $5,000,000.

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The values reflected below represent the book value of the TopCo Common Shares immediately after the Closing and are not indicative of the price at which such shares will trade on Nasdaq or any other national exchange and do not include the TopCo Common Shares issuable upon exercise of the TopCo Warrants, Rollover Warrants, Adjusted RSUs or Rollover Options.

 

No
Additional
Redemptions

 

25%
Redemptions

 

50%
Redemptions

 

75%
Redemptions

 

Maximum
Redemptions

Filament shareholders(1)

 

 

20,600,000

 

 

20,600,000

 

 

20,600,000

 

 

20,600,000

 

 

20,600,000

Jupiter Public Stockholders

 

 

1,475,493

 

 

1,295,938

 

 

1,116,383

 

 

936,048

 

 

757,273

Jupiter Founder Shares(2)

 

 

963,048

 

 

963,048

 

 

963,048

 

 

963,048

 

 

963,048

Sponsor Shares(3)

 

 

3,211,416

 

 

3,211,416

 

 

3,211,416

 

 

3,211,416

 

 

3,211,416

Underwriter Shares(4)

 

 

661,235

 

 

661,235

 

 

661,235

 

 

661,235

 

 

661,235

Bridge Shares

 

 

2,351,211

 

 

2,351,211

 

 

2,351,211

 

 

2,351,211

 

 

2,351,211

Advisory Shares

 

 

350,000

 

 

350,000

 

 

350,000

 

 

350,000

 

 

350,000

Total TopCo Common Shares Outstanding

 

 

29,612,403

 

 

29,432,848

 

 

29,253,293

 

 

29,073,737

 

 

28,894,183

Total Pro Forma Equity Value Post-Redemptions(5)

 

$

17,846,207

 

$

15,378,807

 

$

12,911,408

 

$

10,443,994

 

$

7,976,610

Total Pro Forma Book Value Post-Redemptions(6)

 

$

14,895,668

 

$

12,428,268

 

$

9,960,869

 

$

7,493,455

 

$

5,026,070

Pro Forma Book Value Post-Redemptions Per TopCo Common Share Outstanding

 

$

0.50

 

$

0.42

 

$

0.34

 

$

0.26

 

$

0.17

____________

(1)      Includes 1,500,000 TopCo Class B Earnout Shares, 1,500,000 TopCo Class C Earnout Shares, and 2,791,710 Filament shares resulting from conversion of vested dilutive securities.

(2)      Excludes Founder Shares separately included under “Sponsor Shares” and “Underwriter Shares”.

(3)      Includes 2,778,841 Founder Shares (which includes 1,945,189 Sponsor Earnout Shares) and 432,575 Private Shares.

(4)      Includes 198,573 Founder Shares (which includes 139,001 Underwriter Earnout Shares), 162,662 Private Shares and 300,000 Deferred Fee Shares.

(5)      Pro forma equity value shown at $10.00 per TopCo Common Share.

(6)      Pro forma book value post-redemptions reflects the pro forma net assets estimated for each of the five scenarios above based on the unaudited pro forma condensed combined statement of financial position as of June 30, 2023. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Q.     How do I exercise my Redemption Rights?

A.      In order to exercise your Redemption Rights, you must, prior to 5:00 p.m. Eastern time on December 1, 2023 (two business days before the Special Meeting), (i) (a) hold Public Shares or (b) hold Public Shares through Public Units and elect to separate your Public Units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Rights with respect to such Public Shares; (ii) submit a request in writing that Jupiter redeem your Public Shares for cash to Continental, Jupiter’s transfer agent; and (iii) deliver your Public Shares physically or electronically through the Depository Trust Company, or DTC, to Jupiter’s transfer agent. The address of Jupiter’s transfer agent is listed under the question “Who can help answer my questions?” below. Jupiter requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your Public Shares generally will be faster than delivery of physical stock certificates.

A physical stock certificate will not be needed if your stock is delivered to Jupiter’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Jupiter’s transfer agent will need to act to facilitate the request. Public Stockholders seeking to exercise their Redemption Rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is Jupiter’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, Jupiter does not have any control over this process and it may take longer than one week. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their Redemption Rights and thus will be unable to redeem their shares. Public Stockholders who hold their shares

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in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with Jupiter’s consent. If you delivered your shares for redemption to Jupiter’s transfer agent and decide within the required timeframe not to exercise your Redemption Rights, you may request that Jupiter’s transfer agent return the shares (physically or electronically). Such requests may be made by contacting Jupiter’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” See “The Special Meeting of Jupiter Stockholders — Redemption Rights” for more information.

Q.     What are the U.S. federal income tax consequences of the Merger to U.S. holders of Jupiter Common Stock and/or Jupiter Warrants?

A.     As described more fully under the section entitled “Material U.S. Federal Income Tax Considerations,” in the opinion of Greenberg Traurig, P.A., counsel to Jupiter, the Merger should qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, subject to the assumptions, qualifications and limitations set forth or referred to in such opinion. Accordingly, U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Considerations”) generally should not recognize gain or loss for U.S. federal income tax purposes on the exchange of Jupiter Common Stock and Jupiter Warrants for TopCo Common Shares and TopCo Warrants in the Merger.

All holders of Jupiter Common Stock and Jupiter Warrants are urged to consult with their own tax advisors regarding the potential tax consequences to them of the Merger, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

Q.     If I hold Jupiter Warrants, can I exercise Redemption Rights with respect to my warrants?

A.     No. There are no redemption rights with respect to the Jupiter Warrants.

Q.     What are the U.S. federal income tax consequences of exercising my Redemption Rights?

A.     The U.S. federal income tax consequences of the redemption depend on your particular facts and circumstances. Please see the section entitled “Material U.S. Federal Income Tax Considerations” for additional information.

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

A.     No. There are no appraisal rights available to holders of shares of Jupiter Common Stock or Jupiter Warrants in connection with the Business Combination.

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 pay (i) Jupiter stockholders who properly exercise their Redemption Rights and (ii) cash consideration pursuant to the Business Combination Agreement, which is expected to be used for general corporate purposes of the Combined Company following the consummation of the Business Combination.

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

A.     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, Jupiter is unable to complete a business combination by December 17, 2023, or such later date as may be approved by Jupiter’s stockholders, the Jupiter Charter provides that Jupiter will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to 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 Jupiter to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the 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,

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and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Jupiter’s remaining stockholders and the Jupiter Board, dissolve and liquidate, subject in each case to Jupiter’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the sections entitled “Risk Factors — Risks Related to Jupiter and the Business Combination — Jupiter may not be able to complete its initial business combination prior to December 17, 2023, or such later date as may be approved by Jupiter’s stockholders, in which case Jupiter would cease all operations except for the purpose of winding up and Jupiter would redeem the Public Shares and liquidate, in which case the Public Stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and the Jupiter Warrants will expire worthless” and “— Jupiter’s stockholders may be held liable for claims by third parties against Jupiter to the extent of distributions received by them upon redemption of their shares.” The Initial Stockholders have waived any right to any liquidating distribution with respect to the Founder Shares and the Private Shares.

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

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

A.     It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived, and in accordance with the order of transactions and the timing of such transactions discussed above under the question entitled “What will happen in the Business Combination?

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement.”

Q.     What do I need to do now?

A.     You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, 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 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.     Each share of Jupiter Common Stock that you own in your name entitles you to one vote on each of the proposals presented at the Special Meeting. Your one or more proxy cards show the number of shares of Jupiter Common Stock that you own. If you are a holder of record, there are two ways to vote your shares of Jupiter Common Stock at the Special Meeting:

        You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided.    If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of Jupiter Common Stock will be voted as recommended by the Jupiter Board. With respect to proposals for the Special Meeting, that means: “FOR” the Business Combination Proposal, “FOR” the Advisory Governance Proposals, “FOR” the Equity Incentive Plan Proposal, “FOR” the NTA Requirement Amendment Proposal and “FOR” the Adjournment Proposal.

        You can attend the Special Meeting and vote at the Special Meeting. Jupiter will be hosting the Special Meeting via live webcast.    If you attend the Special Meeting, you may submit your vote at the Special Meeting online at https://www.cstproxy.com/jupiteracquisitioncorp/sm2023, in which case any vote that you previously submitted will be superseded by the vote that you cast at the Special Meeting. See “The Special Meeting of Jupiter Stockholders — Registering for the Special Meeting” for further details on how to attend the Special Meeting.

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If you have any questions about how to vote or direct a vote in respect of your shares of Jupiter Common Stock, you may contact Jupiter’s proxy solicitor:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: JAQC.info@investor.morrowsodali.com

Q.     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A.     Abstentions will be counted for purposes of determining the presence of a quorum at the Special Meeting. Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal and the NTA Requirement Amendment Proposal and, if a valid quorum is otherwise established, no effect on the outcome of any vote on the other proposals set forth in this proxy statement/prospectus.

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

A.     If you sign and return your proxy card but do not give instructions on how to vote your shares, your shares of Jupiter Common Stock will be voted as recommended by the Jupiter Board. With respect to proposals for the Special Meeting, that means: “FOR” the Business Combination Proposal, “FOR” the Advisory Governance Proposals, “FOR” the Equity Incentive Plan Proposal, “FOR” the NTA Requirement Amendment Proposal and “FOR” the Adjournment Proposal.

Q.     Do I need to attend the Special Meeting to vote my shares?

A.     No. You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may submit your proxy by signing, dating and returning the enclosed proxy card in the pre-addressed postage-paid envelope. Your vote is important. Jupiter encourages you to vote as soon as possible after carefully reading and considering the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Q.     If I am not going to attend the Special Meeting in person (via the virtual meeting platform), should I return my proxy card instead?

A.     Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

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. Jupiter believes the proposals presented to its 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 for purposes of determining the presence of a quorum at the Special Meeting but will not be counted for purposes of determining the number of votes cast at the Special Meeting. Broker non-votes will have the same effect as a vote “AGAINST” the Business Combination Proposal and the NTA Requirement Amendment Proposal and, if a valid quorum is otherwise established, no effect on the outcome of any vote on the other proposals set forth in this proxy statement/prospectus. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct

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your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote that has the effect of voting against the Business Combination Proposal or the NTA Requirement Amendment Proposal also have the effect of exercising your Redemption Rights for a pro rata portion of the aggregate amount on deposit in the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the Business Combination.

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

A.     Yes. If you are a stockholder of record, you may change your vote by sending a later-dated, signed proxy card to Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902 prior to the vote at the Special Meeting, or attend the Special Meeting and vote in person (via the virtual meeting platform). You also may revoke your proxy by sending a notice of revocation to Morrow Sodali LLC, provided such revocation is received prior to the vote at the Special Meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

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.     What is the quorum requirement for the Special Meeting?

A.     A quorum of Jupiter’s stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the Jupiter Common Stock outstanding and entitled to vote at the Special Meeting is represented in person (via the virtual meeting platform) or by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person (via the virtual meeting platform) at the Special Meeting. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. In the absence of a quorum, the chairman of the Special Meeting will have the power to adjourn such meeting.

Q.     What happens to Jupiter Warrants I hold if I vote my shares of Jupiter Class A Common Stock against approval of the Business Combination Proposal or validly exercise my Redemption Rights?

A.     If you vote your shares of Jupiter Class A Common Stock against approval of the Business Combination Proposal or any of the other proposals described in this proxy statement/prospectus, it may be more likely that the Business Combination will not be completed. Properly exercising your Redemption Rights as a Jupiter stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal or any of the other proposals described in this proxy statement/prospectus. If the Business Combination is completed, all of your Jupiter Warrants will convert into warrants to purchase TopCo Common Shares as described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your Jupiter Warrants, and if Jupiter does not otherwise consummate an initial business combination by December 17, 2023, or such later date as may be approved by Jupiter’s stockholders, Jupiter will be required to dissolve and liquidate, and your Jupiter Warrants will expire worthless.

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

A.     Jupiter will pay the cost of soliciting proxies for the Special Meeting. Jupiter has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. Jupiter has agreed to pay Morrow Sodali LLC a fee of $15,000. Jupiter will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. Jupiter also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Jupiter Common Stock for their expenses in forwarding soliciting materials to

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beneficial owners of shares of Jupiter Common Stock and in obtaining voting instructions from those owners. Jupiter’s directors, officers and employees (if any) 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.

Q.     Who can help answer my questions?

A.     If you have questions about the proposals, or if you need additional copies of this proxy statement/prospectus, or the enclosed proxy card, you should contact Jupiter’s proxy solicitor:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: JAQC.info@investor.morrowsodali.com

You may also contact Jupiter at:

Jupiter Acquisition Corporation
11450 SE Dixie Hwy, Suite 105
Hobe Sound, FL 33455
(212) 207-8884

To obtain timely delivery of the documents in advance of the Special Meeting to be held on December 5, 2023, Jupiter’s stockholders must request the materials no later than November 28, 2023, five business days prior to the Special Meeting.

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

This proxy statement/prospectus incorporates certain documents that are not included in or delivered with the proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain documents incorporated by reference into the registration statement of which this proxy statement/prospectus forms a part (other than certain exhibits or schedules to these documents) by requesting them in writing or by telephone from the appropriate company. Requests made to Jupiter should be directed to the addresses and telephone numbers listed above. Requests made to TopCo should be directed to the address and telephone number noted below:

1427702 B.C. Ltd.
c/o Fasken Martineau DuMoulin LLP
2900 – 550 Burrard Street
Vancouver, British Columbia, Canada V6C 0A3
Attention: Mike Stephens
Email: mstephens@fasken.com

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to Jupiter’s transfer agent prior to 5:00 p.m., New York time, on the second business day 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
One State Street, 30th Floor
New York, New York 10004-1561
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the financial statements and annexes attached hereto and the other documents referred to herein. See also the section entitled “Where You Can Find More Information.” Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.

The Business Combination Agreement, attached as Annex A to this proxy statement/prospectus, is the legal document that governs the Business Combination and is described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Agreement.” This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Parties to the Business Combination

Jupiter Acquisition Corporation

Jupiter is a blank check company incorporated as a Delaware corporation on June 17, 2020, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Jupiter may consummate a business combination with a target business in any geographic location or industry.

The publicly traded Jupiter Units, shares of Jupiter Class A Common Stock and Jupiter Warrants are currently listed on the Nasdaq Capital Market tier of Nasdaq under the symbols “JAQCU,” “JAQC” and “JAQCW,” respectively. At the Merger Effective Time, each issued and outstanding share of Jupiter Common Stock will be automatically converted into and exchanged for one TopCo Common Share, and each issued and outstanding Jupiter Warrant will be automatically converted into and become one TopCo Warrant to purchase TopCo Common Shares. TopCo has applied to list the TopCo Common Shares and TopCo Warrants on Nasdaq in connection with the Closing. TopCo does not intend to apply to list the TopCo Common Shares on the Frankfurt Exchange or on Cboe Canada in connection with the Closing but may determine to do so in the future. All outstanding Jupiter Units will be separated into their underlying securities immediately prior to the Merger Effective Time. Accordingly, TopCo will not have units outstanding following consummation of the Business Combination.

The mailing address of Jupiter’s principal executive office is 11450 SE Dixie Hwy, Suite 105, Hobe Sound, FL 33455, and its telephone number is (212) 207-8884.

Filament Health Corp.

Filament, a corporation organized under the laws of British Columbia, was incorporated pursuant to the provisions of the BCBCA on June 8, 2020. Filament is a clinical-stage natural psychedelic drug development company.

Filament is a public company with its common shares listed for trading on the NEO Exchange (now operating as Cboe Canada) under the symbol “NEO:FH”, the OTCQB under the symbol “OTCQB:FLHLF” and the Frankfurt Exchange under the symbol “FSE:7QS”.

The registered and records office of Filament is located at 210 – 4475 Wayburne Drive, Burnaby, British Columbia, V5G 4X4.

1427702 B.C. Ltd.

TopCo, a corporation organized under the laws of British Columbia, was incorporated pursuant to the provisions of the BCBCA on July 14, 2023. TopCo was formed solely for the purpose of consummating the Business Combination described herein and has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Business Combination Agreement. After completion of the Business Combination, Filament and the Surviving Company will become wholly-owned subsidiaries of TopCo and TopCo will become a publicly-traded company.

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TopCo has applied for listing, to be effective upon the Closing, of the TopCo Common Shares and TopCo Warrants on Nasdaq under the proposed symbols “FHFH” and “FHFHW,” respectively. TopCo does not intend to apply to list the TopCo Common Shares on the Frankfurt Exchange or on Cboe Canada in connection with the Closing but may determine to do so in the future. Under the terms of the Business Combination Agreement, the approval for listing of the TopCo Common Shares on Nasdaq is a condition to Closing. There is no assurance that TopCo will be able to satisfy Nasdaq listing criteria or will be able to continue to satisfy such criteria following the consummation of the Business Combination. Jupiter’s stockholders will not have certainty as to whether the TopCo Common Shares and TopCo Warrants will be listed on a national securities exchange following the Business Combination at the time they vote on the Business Combination Proposal or decide whether to redeem their Public Shares in connection with the Business Combination Proposal. TopCo will not have units traded following the consummation of the Business Combination.

TopCo’s registered and records office is located at 2900-550 Burrard Street, Vancouver, British Columbia, Canada V6C 0A3.

Filament Merger Sub LLC

Filament Merger Sub LLC, or Merger Sub, is a Delaware limited liability company and a wholly-owned subsidiary of TopCo formed solely for the purpose of effecting the Merger with Jupiter in which Merger Sub will be the Surviving Company. Merger Sub was formed under the Delaware Limited Liability Company Act on July 14, 2023. Merger Sub owns no material assets and does not operate any business.

For more information, see the sections entitled “Information About Jupiter,” “Information About Filament” and “Information About TopCo.”

The Business Combination Agreement

On July 18, 2023, Jupiter, TopCo, Merger Sub and Filament entered into the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the Business Combination, as summarized below. Capitalized terms used in this section but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.

Structure of the Business Combination

The Business Combination Agreement provides for, among other things, the following transactions:

i.      two business days prior to the Closing Date, at the Merger Effective Time, Jupiter will merge with and into Merger Sub, with Merger Sub continuing as the Surviving Company after the Merger and a direct, wholly-owned subsidiary of TopCo;

ii.      as a result of the Merger, (a) each issued and outstanding share of Jupiter Class A Common Stock will no longer be outstanding and will be automatically converted into and exchanged for the right to receive one TopCo Common Share, (b) each issued and outstanding Jupiter Warrant will no longer be outstanding and will be automatically converted into and become one TopCo Warrant to purchase TopCo Common Shares, and all rights with respect to shares of Jupiter Class A Common Stock underlying such Jupiter Warrants will be automatically converted into rights with respect to TopCo Common Shares, in each case, with TopCo issuing a number of TopCo Common Shares and TopCo Warrants in accordance with the terms of the Business Combination Agreement and (c) the one issued and outstanding Merger Sub Unit held by TopCo immediately before the Merger will no longer be outstanding, and in consideration for TopCo issuing a number of TopCo Common Shares to holders of Jupiter Class A Common Stock in the Merger, (x) such Merger Sub Unit will be automatically converted into and exchanged for one unit of limited liability company membership interest in the Surviving Company and (y) the Surviving Company will issue in favor of TopCo a promissory note in an amount equal to the fair market value of the Merger Sub Unit held by TopCo immediately before the Merger;

iii.    at least one business day following the Merger and prior to the Arrangement Effective Time, TopCo will form AmalCo Sub, which will be a direct, wholly-owned subsidiary of TopCo, with AmalCo Sub issuing a single common share to TopCo; and

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iv.     on the Closing Date, pursuant to the Plan of Arrangement and commencing at the Arrangement Effective Time, (a) the outstanding convertible debentures of Filament will convert into Filament Common Shares in accordance with their terms, as amended, (b) the notice of articles and articles of TopCo will be amended and restated to, among other matters, create TopCo Class B Earnout Shares and TopCo Class C Earnout Shares, (c) Filament and AmalCo Sub will amalgamate to form AmalCo, (d) the Filament shareholders will exchange all of the issued and outstanding Filament Common Shares for newly issued TopCo Common Shares, TopCo Class B Earnout Shares and TopCo Class C Earnout Shares, (e) TopCo will exchange its single common share of AmalCo Sub for a single common share of AmalCo, (f) holders of Filament warrants, RSUs and options will receive, as applicable, Rollover Warrants, Adjusted RSUs or Rollover Options, in each case entitling the holders thereof to acquire TopCo Common Shares upon exercise or settlement of such Rollover Warrants, Adjusted RSUs or Rollover Options; (g) TopCo will repurchase for cancellation the single common share issued to the incorporator of TopCo on incorporation; and (h) after giving effect to the Amalgamation, AmalCo will become a direct, wholly-owned subsidiary of TopCo.

Immediately prior to the Merger Effective Time, Jupiter expects to issue 150,000 shares of Jupiter Class A Common Stock to each of Brookline and Ladenburg, totaling an aggregate of 300,000 shares, in satisfaction of deferred underwriting commissions pursuant to the underwriting agreement for the IPO, that would be exchangeable at the Merger Effective Time for an equal number of TopCo Common Shares. The Deferred Fee Shares are being registered pursuant to the registration statement of which this proxy statement/prospectus forms a part and, if issued, will be unrestricted and freely transferable.

Additionally, immediately prior to the Arrangement Effective Time, pursuant to the Maxim Letter, Filament will issue the Advisory Shares to Maxim. The number of Advisory Shares will be a number of Filament Common Shares that are exchangeable at the Arrangement Effective Time for TopCo Common Shares such that, after such exchange, Maxim will receive 350,000 TopCo Common Shares. The TopCo Common Shares that may be received in exchange for the Advisory Shares and the Bridge Shares are in addition to the TopCo Common Shares that are included within the Filament Shareholder Transaction Consideration, and the TopCo Common Shares into which the Advisory Shares and the Bridge Shares may be converted are being registered pursuant to the registration statement of which this proxy statement/prospectus forms a part and will be unrestricted and freely transferable. In addition, pursuant to the Maxim Letter, Maxim will receive a cash financial advisory fee at Closing of $1 million.

The following diagram illustrates the organizational structures of the parties to the Business Combination prior to the consummation of the Business Combination:

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The following diagram illustrates the organizational structure of the Combined Company immediately following the consummation of the Business Combination:

____________

(1)      Entity surviving the Amalgamation between AmalCo Sub (TopCo’s direct, wholly-owned subsidiary) and Filament Health Corp.

(2)      Entity surviving Jupiter Acquisition Corporation’s merger with and into Filament Merger Sub LLC. After the Closing, if desired, the Surviving Company may be liquidated.

Consideration

At the Arrangement Effective Time, (i) the Filament Shareholder Transaction Consideration and the Filament Earnout Shares will be issued to holders of Filament Common Shares, and (ii) holders of Filament warrants, RSUs and options will receive, as applicable, Rollover Warrants, Adjusted RSUs or Rollover Options, in each case exercisable or settleable for TopCo Common Shares.

At the Merger Effective Time, each issued and outstanding share of Jupiter Common Stock will be automatically converted into and exchanged for one TopCo Common Share, and each issued and outstanding Jupiter Warrant will be automatically converted into and become one TopCo Warrant to purchase TopCo Common Shares.

Conditions to Closing

Mutual Conditions

The obligations of Filament, Jupiter, TopCo and Merger Sub to consummate the Business Combination are subject to the satisfaction or waiver of the following conditions:

(a)    (i) the approval of the Transaction Proposals other than the Merger Proposal, in each case, by the applicable vote of the holders of the outstanding shares of Jupiter Common Stock, as required by Jupiter’s Governing Documents and (ii) the approval of the Merger Proposal by an affirmative vote of the holders of a majority of the shares of Jupiter Common Stock that are voted at the Special Meeting (collectively, the “Jupiter Stockholders’ Approval”) will have been obtained;

(b)    all waiting periods (and any extensions thereof) applicable to the Business Combination under any Antitrust Law, and any commitments or agreements (including timing agreements) with any Governmental Authority not to consummate the Business Combination before a certain date, will have expired or been terminated, and all other Regulatory Approvals will have been obtained;

(c)    the Registration Statement will have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC and not withdrawn;

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(d)    no Governmental Authority will have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Business Combination illegal or which otherwise prevents or prohibits consummation of the Business Combination;

(e)    certain required approvals from holders of Filament equity interests as described in the Business Combination Agreement (the “Filament Required Approval”) will have been obtained; and

(f)    TopCo’s initial listing application with the NYSE or Nasdaq in connection with the Business Combination will have been approved and the TopCo Common Shares (including, for the avoidance of doubt, the TopCo Common Shares to be issued pursuant to the Business Combination) will have been approved for listing on the NYSE or Nasdaq, as applicable.

Jupiter Conditions

The obligations of Jupiter to consummate the Business Combination are subject to the satisfaction or waiver of the following additional conditions:

(a)    Representations and Warranties

i.       the representations and warranties of Filament contained in the Business Combination Agreement relating to the capitalization of Filament and its Subsidiaries and the representations and warranties of the Merger Subsidiaries contained in the Business Combination Agreement relating to the capitalization of the Merger Subsidiaries will be true and correct in all but de minimis respects as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, which representations and warranties will be true and correct in all but de minimis respects on and as of such date, except for changes after the date of the Business Combination Agreement that are contemplated or expressly permitted by the Business Combination Agreement or the Ancillary Agreements;

ii.      each of the Company and Merger Subsidiary Fundamental Representations (other than representations and warranties contained in the Business Combination Agreement regarding the capitalization of Filament and its Subsidiaries and the Merger Subsidiaries) will be true and correct in all material respects, in each case as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, which representations and warranties will be true and correct in all material respects on and as of such earlier date, except for changes after the date of the Business Combination Agreement that are contemplated or expressly permitted by the Business Combination Agreement or the Ancillary Agreements; and

iii.    each of the representations and warranties of Filament and the Merger Subsidiaries contained in the Business Combination Agreement other than the Company and Merger Subsidiary Fundamental Representations (disregarding any qualifications and exceptions contained therein related to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) will be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, which representations and warranties will be true and correct on and as of such date, except for, in each case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect;

(b)    each of the covenants of Filament to be performed as of or prior to the Closing will have been performed in all material respects;

(c)    there has not been any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and be continuing; and

(d)    Filament will have delivered certain certificates and documents as required pursuant to the Business Combination Agreement.

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Filament Conditions

The obligations of Filament to consummate the Business Combination are subject to the satisfaction or waiver of the following additional conditions:

(a)     Representations and Warranties

i.       the representations and warranties of Jupiter contained in the Business Combination Agreement relating to the capitalization of Jupiter will be true and correct in all but de minimis respects as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, which representations and warranties will be true and correct in all but de minimis respects on and as of such date, except for changes after the date of the Business Combination Agreement that are contemplated or expressly permitted by the Business Combination Agreement or the Ancillary Agreements;

ii.      each of the SPAC Fundamental Representations will be true and correct in all material respects, in each case as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, which representations and warranties will be true and correct in all material respects on and as of such earlier date, except for changes after the date of the Business Combination Agreement that are contemplated or expressly permitted by the Business Combination Agreement or the Ancillary Agreements; and

iii.     each of the representations and warranties of Jupiter contained in the Business Combination Agreement other than the SPAC Fundamental Representations and the representations and warranties relating to the capitalization of Jupiter (disregarding any qualifications and exceptions contained therein related to materiality, material adverse effect and SPAC Material Adverse Effect or any similar qualification or exception) will be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, which representations and warranties will be true and correct on and as of such date, except for, in each case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a SPAC Material Adverse Effect;

(b)    each of the covenants of Jupiter to be performed as of or prior to the Closing will have been performed in all material respects;

(c)    as of the Closing, the Available Cash will be no less than the sum of Filament’s transaction expenses, Jupiter’s transaction expenses and $5,000,000;

(d)    there has not been any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a SPAC Material Adverse Effect and be continuing; and

(e)    Jupiter will have delivered certain certificates and documents as required pursuant to the Business Combination Agreement.

Termination

The Business Combination Agreement may be terminated and the Business Combination may be abandoned at any time prior to the Closing, as applicable, notwithstanding any requisite approval and adoption of the Business Combination Agreement and the Business Combination by the stockholders of Jupiter or the shareholders of Filament, as follows:

(a)    by mutual written consent of Filament and Jupiter;

(b)    by written notice from Filament or Jupiter to the other if any Governmental Authority will have enacted, issued, promulgated, enforced or entered any Governmental Order or other Law that has become final and non-appealable and has the effect of making consummation of the Business Combination illegal or otherwise preventing or prohibiting consummation of the Business Combination; provided that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the Business Combination;

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(c)    by written notice from Filament or Jupiter to such other party if the Jupiter Stockholders’ Approval will not have been obtained by reason of the failure to obtain the required vote at the Special Meeting duly convened therefor or at any adjournment or postponement thereof;

(d)    by written notice from Filament or Jupiter to such other party if the Filament Required Approval in respect of the Company Resolution will not have been obtained at the Company Shareholders Meeting in accordance with applicable Law;

(e)    by written notice from Filament, if an extension of the deadline by which Jupiter must complete its initial business combination is not effected and Jupiter must liquidate in accordance with its Governing Documents;

(f)    prior to the Closing, by written notice to Filament from Jupiter if there is a Terminating Company Breach, or the Closing has not occurred on or before November 15, 2023 (to be extended by 14 days at the sole discretion of Jupiter, the “Agreement End Date”), subject to exceptions and conditions as described in the Business Combination Agreement; and

(g)    prior to the Closing, by written notice to Jupiter from Filament if there is a Terminating SPAC Breach, or the Closing has not occurred on or before the Agreement End Date, subject to exceptions and conditions as described in the Business Combination Agreement.

If the Business Combination Agreement is terminated, it will become void and of no effect, without liability on the part of any party, other than the liability of Filament or Jupiter, as the case may be, for pre-termination fraud or willful and material breach thereof (except that certain obligations related to public announcements, confidentiality, fees and expenses, termination, waiver of claims against the trust, and certain general provisions will continue in effect).

For more information, see the section entitled “The Business Combination Agreement.”

Certain Agreements Related to the Business Combination

Capitalized terms used in this section but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.

Shareholder Support Agreements

Concurrently with the execution and delivery of the Business Combination Agreement, the Key Filament Shareholders, collectively holding approximately 43% of the total number of outstanding Filament Common Shares, executed and delivered to Jupiter the Shareholder Support Agreements, pursuant to which each such Key Filament Shareholder agreed to, among other things, (a) not transfer their Company Securities (as defined in the Shareholder Support Agreements), (b) support and vote in favor of the Company Resolution and (c) not exercise, and waive, rights in respect of Dissent Rights, in each case, on the terms and subject to the conditions set forth in the Shareholder Support Agreements.

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Jupiter and the Sponsor executed and delivered to Filament the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor (a) will vote the shares of Jupiter Common Stock held by it as of the date of the Sponsor Support Agreement and any additional equity securities of Jupiter that it acquires prior to the Special Meeting, in each case, in favor of the Business Combination Agreement and each of the Transaction Proposals, (b) will not redeem any shares of Jupiter Common Stock held by the Sponsor in connection with the Business Combination and will waive its redemption rights, (c) will convert, on the same terms and price as the PIPE Investors, into equity the amount, if any, by which outstanding SPAC Working Capital Loans to Jupiter exceed $500,000, concurrently with the Closing, and (d) if mutually agreed by Filament and Jupiter, will take such actions as may be necessary for Jupiter to further extend (including payment by Jupiter of any SPAC Extension Expenses), subject to stockholder approval, the duration of Jupiter’s timeline to consummate a business combination on terms mutually agreeable to Filament and Jupiter, if and to the extent necessary to consummate the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.

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Registration Rights Agreement

In connection with the Closing, TopCo and certain holders of TopCo securities upon the Closing will enter into the Registration Rights Agreement, pursuant to which, among other things, TopCo will agree to provide such holders with customary demand and piggyback registration rights with respect to certain equity or equity-linked securities of TopCo as set forth in the Registration Rights Agreement (the “Covered Securities”). Such Covered Securities include up to 4,535,699 TopCo Common Shares to be issued in exchange for the Founder Shares and the Private Shares (including up to 1,945,189 Sponsor Earnout Shares and 139,001 Underwriter Earnout Shares, to the extent vested), 297,618 TopCo Warrants to be issued in exchange for the Private Warrants (and the TopCo Common Shares underlying such TopCo Warrants), and a number of TopCo Common Shares to be determined prior to Closing to be issued in exchange for Filament Common Shares then held by certain former Filament shareholders.

Lock-Up Agreement

In connection with the Closing, TopCo and certain holders of TopCo securities upon the Closing, including the Sponsor, certain Jupiter directors and executive officers and the Key Filament Shareholders, will enter into the Lock-Up Agreement, pursuant to which, among other things, each of such holders will agree not to effect any sale or distribution of the Lock-Up Securities, subject to certain customary exceptions set forth in the Lock-Up Agreement, until the earliest of: (i) (A) the six-month anniversary of the Closing Date, with respect to the Private Shares (as defined in the Lock-Up Agreement), or (B) the twelve-month anniversary of the Closing Date, with respect to the Lock-Up Securities other than the Private Shares, (ii) such time that the trading price of the TopCo Common Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the Closing Date, and (iii) such date on which TopCo completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the TopCo’s shareholders having the right to exchange their TopCo Common Shares for cash, securities or other property. Such Lock-Up Securities include up to 4,535,699 TopCo Common Shares to be issued in exchange for the Founder Shares and the Private Shares (including up to 1,945,189 Sponsor Earnout Shares and 139,001 Underwriter Earnout Shares, to the extent vested) and a number of TopCo Common Shares to be determined prior to Closing to be issued in exchange for Filament Common Shares then held by certain former Filament shareholders.

Warrant Amendment Agreement

Immediately prior to the Merger Effective Time, TopCo, Jupiter and Continental Stock Transfer & Trust Company, as warrant agent, will enter into the Warrant Amendment Agreement pursuant to which Jupiter will assign to TopCo all of its rights, interests and obligations in and under the Existing Warrant Agreement governing the Jupiter Warrants and the terms and conditions of the Existing Warrant Agreement will be amended and restated to, among other things, reflect the conversion of the Jupiter Warrants to TopCo Warrants in connection with the consummation of the Business Combination.

PIPE Subscription Agreements

Following the execution of the Business Combination Agreement, certain PIPE Investors may enter into one or more PIPE Subscription Agreements pursuant to which, among other things, each PIPE Investor would agree to subscribe for and purchase on the Closing Date, and TopCo or Jupiter, as applicable, would agree to issue and sell to each such PIPE Investor on the Closing Date, the number of (a) TopCo Common Shares or securities or indebtedness exercisable or exchangeable for, or convertible into, TopCo Common Shares, or (b) shares of Jupiter Common Stock or securities or indebtedness exercisable or exchangeable for, or convertible into, shares of Jupiter Common Stock, as applicable, at such prices and on such other terms as may be set forth in the PIPE Subscription Agreements. TopCo, Filament and Jupiter have agreed to use their commercially reasonable efforts to (i) obtain the PIPE Financing, enforce the obligations of the PIPE Investors under the PIPE Subscription Agreements, and consummate the purchases contemplated by the PIPE Subscription Agreements on the terms and subject to the conditions set forth in the PIPE Subscription Agreements, (ii) satisfy all conditions to the PIPE Financing set forth in the PIPE Subscription Agreements that are within their control and (iii) satisfy and comply with their respective obligations under the PIPE Subscription Agreements. TopCo, Filament and Jupiter are currently in the process of seeking such PIPE Financing. No terms with respect to the PIPE Financing have yet been agreed with any PIPE Investors to date.

For more information, see the section entitled “Certain Agreements Related to the Business Combination.”

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Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Jupiter Board to vote in favor of approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, you should keep in mind that the Initial Stockholders and certain of Jupiter’s directors and officers have interests in the Business Combination that are different from, in addition to, or in conflict with, your interests as a stockholder. These interests include, among other things:

        the beneficial ownership interests that the Initial Stockholders and certain of Jupiter’s directors and officers have in the 3,940,462 Founder Shares, acquired prior to the IPO for an aggregate purchase price of $25,000, which shares would become worthless if Jupiter does not complete a business combination within the applicable time period, as the holders have waived liquidation rights with respect to such shares. The Founder Shares have an aggregate market value of approximately $40,783,388, based on the closing price of the Jupiter Class A Common Stock of $10.3499 on Nasdaq on November 10, 2023;

        the beneficial ownership interests that the Initial Stockholders and certain of Jupiter’s directors and officers have in the 595,237 Private Units, acquired for an aggregate purchase price of $5,952,370, which units, including the component Private Shares and Private Warrants, would become worthless if Jupiter does not complete a business combination within the applicable time period, as the holders of the Private Units have waived liquidation rights with respect to the component Private Shares and there will be no distribution from the Trust Account with respect to Jupiter Warrants. Such units have an aggregate market value of approximately $6,190,465, based on the closing price of the Jupiter Units of $10.40 on Nasdaq on November 10, 2023;

        even if the trading price of the TopCo Common Shares following the consummation of the Business Combination was as low as $1.32 per share, the aggregate market value of the TopCo Common Shares issued in exchange for the Founder Shares and the Private Shares alone (without taking into account the value of the TopCo Warrants received upon conversion of the Private Warrants underlying the Private Units) would be approximately equal to the initial investment in Jupiter by the Initial Stockholders. As a result, if the Business Combination is completed, the Initial Stockholders are likely to be able to make a substantial profit on their investment in Jupiter even at a time when the TopCo Common Shares have lost significant value. On the other hand, if the Business Combination Proposal is not approved and Jupiter does not consummate an initial business combination by December 17, 2023, or such later date as may be approved by Jupiter’s stockholders, the Initial Stockholders will lose their entire investment in Jupiter (except as to any liquidating distributions to which they may be entitled as holders of Public Shares);

        each of the Anchor Investors has acquired from the Sponsor an indirect economic interest in 100,000 Founder Shares (or an aggregate of 900,000 Founder Shares) at the original purchase price that the Sponsor paid for the Founder Shares. The Sponsor has agreed to distribute such Founder Shares to the Anchor Investors after the completion of Jupiter’s initial business combination. As a result, if the Business Combination is consummated, the Anchor Investors may make a substantial profit on their investment in Jupiter, even at a time when the TopCo Common Shares have lost significant value. The Anchor Investors may therefore have different interests with respect to a vote on the Business Combination Proposal than other Public Stockholders and an incentive to vote any Public Shares they own in favor of such proposals. However, Jupiter is not aware of any arrangements or understandings among the Anchor Investors with regard to voting, including voting with respect to the Business Combination Proposal;

        in connection with the IPO, the Sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by any claims by a third party for services rendered or products sold to Jupiter, or a prospective target business with which Jupiter has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement;

        Jupiter’s directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them on Jupiter’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

        the potential continuation of one or more of Jupiter’s directors as directors of TopCo following the consummation of the Business Combination; and

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

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These interests may influence Jupiter’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. You should also read the section above entitled “The Business Combination — Jupiter Board’s Reasons for the Approval of the Business Combination.

Fairness Opinion of Newbridge

Jupiter retained Newbridge to act as its financial advisor in connection with the Business Combination and to provide an independent fairness opinion to the Jupiter Board. At the time of signing of the Business Combination Agreement, Filament had an equity value of approximately US$9.8 million, based on an average of the closing prices of the Filament Common Shares on each of the NEO Exchange (now operating as Cboe Canada), the OTCQB, and the Frankfurt Exchange of CAD$0.075 (US$0.05687), US$0.0647 and €0.042 (US$0.04654), respectively, and an aggregate of 174,742,713 Filament Common Shares outstanding on such date, compared to an offer from Jupiter of US$176 million pre-money equity value. On July 18, 2023, at a meeting of the Jupiter Board held to evaluate the Business Combination, Newbridge delivered to the Jupiter Board an oral opinion, which was later confirmed by delivery of a written opinion, dated July 18, 2023, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its written opinion, (i) the Filament Shareholder Transaction Consideration is fair, from a financial point of view, to Jupiter and Jupiter’s unaffiliated Public Stockholders and (ii) Filament has an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account). Newbridge’s written opinion is attached to this proxy statement/prospectus as Annex D. For more information with respect to the opinion of Newbridge, please see the section entitled “The Business Combination — Fairness Opinion of Newbridge.”

Reasons for the Approval of the Business Combination

After careful consideration, the Jupiter Board has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that Jupiter stockholders vote FOR all of the proposals presented to Jupiter stockholders in this proxy statement/prospectus. For a description of the Jupiter Board’s reasons for the approval of the Business Combination and the recommendation of the Jupiter Board, see the section entitled “The Business Combination — Jupiter Board’s Reasons for the Approval of the Business Combination.”

Redemption Rights

Pursuant to the Jupiter Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Jupiter (net of taxes payable), calculated as of two business days prior to the consummation of the Business Combination. Holders of Public Shares are not required to vote on any of the proposals to be presented at the Special Meeting in order to demand redemption of their Public Shares. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive 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 interest earned on the funds held in the Trust Account and not previously released to Jupiter (net of taxes payable), upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $15.1 million on June 30, 2023, the estimated per share redemption price would have been approximately $10.35 (as adjusted for interest withdrawn and not yet applied to taxes payable).

If you exercise your Redemption Rights with respect to your Public Shares, such Public Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption. See the section entitled “The Special Meeting of Jupiter Stockholders — Redemption Rights.”

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Impact of the Business Combination on TopCo’s Public Float

The following table illustrates varying beneficial ownership levels in TopCo, as well as possible sources and extents of dilution for non-redeeming Public Stockholders, assuming (i) no additional redemptions of Public Shares, (ii) redemptions of 25% of the Public Shares, (iii) redemptions of 50% of the Public Shares, (iv) redemptions of 75% of the Public Shares and (v) maximum redemptions of Public Shares, in each case as described below (and in each case after taking into account the April Redemptions):

        Assuming No Additional Redemptions:    This presentation assumes that no Public Stockholders exercise Redemption Rights with respect to their Public Shares.

        Assuming 25% Redemptions:    This presentation assumes that the Public Stockholders holding approximately 12.17% of the Public Shares exercise Redemption Rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the maximum redemptions scenario. This scenario assumes that 179,555 Public Shares are redeemed for an aggregate redemption payment of approximately USD$1,862,610 (or approximately CAD$2,467,400).

        Assuming 50% Redemptions:    This presentation assumes that the Public Stockholders holding approximately 24.34% of the Public Shares exercise Redemption Rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the maximum redemptions scenario. This scenario assumes that 359,110 Public Shares are redeemed for an aggregate redemption payment of approximately USD$3,725,220 (or approximately CAD$4,934,799).

        Assuming 75% Redemptions:    This presentation assumes that the Public Stockholders holding approximately 36.51% of the Public Shares exercise Redemption Rights with respect to their Public Shares, which is approximately 75% of the Public Shares assumed to be redeemed under the maximum redemptions scenario. This scenario assumes that 538,666 Public Shares are redeemed for an aggregate redemption payment of approximately USD$5,587,841 (or CAD$7,402,213).

        Assuming Maximum Redemptions:    This presentation assumes that 718,220 Public Shares are redeemed for aggregate redemption payments of approximately USD$7,450,440, assuming a USD$10.37 per share redemption price based on the funds in the Trust Account as of September 30, 2023 (or approximately CAD$9,869,594, assuming a CAD$13.74 per share redemption price), and that 757,273 Public Shares remain outstanding after such redemptions. This presentation further assumes that the Business Combination would not be consummated if Jupiter does not, at Closing, satisfy the minimum cash condition under the Business Combination Agreement that minimum net proceeds amount to at least the sum of Filament’s transaction expenses, Jupiter’s transaction expenses and $5,000,000.

The percentage of the total number of outstanding TopCo Common Shares that will be owned by the Public Stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination. If the actual facts are different from these assumptions, the percentage ownerships referred to herein will be different.

 

No Additional
Redemptions

 

%

 

25%
Redemptions

 

%

 

50%
Redemptions

 

%

 

75%
Redemptions

 

%

 

Maximum
Redemptions