Vancouver, British Columbia, August 15, 2023 – Filament Health Corp. (OTCQB:FLHLF) (NEO:FH) (FSE:7QS) (“Filament” or the “Company”), a clinical‐stage natural psychedelic drug development company, and Jupiter Acquisition Corporation (NASDAQ:JAQC) (“Jupiter”), a special purpose acquisition company (“SPAC”), today announced the filing of a registration statement by 1427702 B.C. Ltd. (“TopCo”) on Form F-4 (the “Registration Statement”), which contains a preliminary proxy statement/prospectus, with the U.S. Securities and Exchange Commission (“SEC”) in connection with the proposed Business Combination announced July 19, 2023.
While the Registration Statement has not yet become effective, and the information contained therein is subject to change, it provides important information about TopCo’s proposed business and listing of securities, Filament’s drug development program, licensing partnerships, intellectual property, vertically integrated manufacturing capabilities, and research and development program, as well as the proposed Business Combination, and the proposals to be considered by SPAC’s shareholders.
“The filing of the F-4 Registration Statement is a strategic milestone that demonstrates the significant progress made by Jupiter and Filament Health in a short period of time,” said Benjamin Lightburn, Chief Executive Officer at Filament Health. “This important step advances Filament’s plans to access a broader capital markets audience and to advance our drug development platform.”
The proposed Business Combination reflects a pro forma enterprise valuation of approximately US$210 million, based on certain assumptions. Consideration will be 100% in the form of shares in Pubco, and the proposed Business Combination is expected to provide at least US$5 million of net proceeds to Pubco. The proposed Business Combination reflects a pre-money equity value of US$176 million for Filament and provides the Filament shareholders and certain other parties a contingent right to receive additional Pubco shares based upon post-closing stock performance. At the closing of the proposed Business Combination, the holders of outstanding Filament shares will receive equity in Pubco valued at US$0.85 per share (subject to adjustments).
Maxim Group LLC is acting as exclusive financial advisor to Filament. Fasken Martineau DuMoulin LLP is acting as Canadian legal advisor and Ellenoff Grossman & Schole LLP is acting as U.S. legal advisor to Filament. Harper Grey LLP is acting as Canadian legal advisor and Greenberg Traurig, LLP is acting as U.S. legal advisor to Jupiter.
Additional Information and Where to Find It
In connection with the proposed Business Combination, the Registration Statement on Form F-4 was filed by TopCo with the SEC and includes a preliminary proxy statement/prospectus with respect to the proposed Business Combination. As the Registration Statement contains certain information about Filament, the Company has made the Registration Statement available under its SEDAR profile. The definitive proxy statement/prospectus and other relevant documents will be mailed to shareholders of Jupiter as of a record date to be established for voting on the proposed Business Combination. Shareholders of Jupiter and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and amendments thereto because these documents will contain important information about Jupiter, Filament and the proposed Business Combination and the other parties thereto. These documents, once available, and Jupiter’s annual and other reports filed with the SEC can also be obtained, without charge, at the SEC’s internet site (http://www.sec.gov).
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute, or form a part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
Jupiter, Filament, the other parties to the Business Combination Agreement, and their respective directors and executive officers, other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of Jupiter is set forth in Jupiter’s filings with the SEC. Information regarding other persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction and a description of their interests will be set forth in the Registration Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
ABOUT FILAMENT HEALTH (OTCQB:FLHLF) (NEO:FH) (FSE:7QS)
Filament Health is a clinical-stage natural psychedelic drug development company. We believe that safe, standardized, naturally-derived psychedelic medicines can improve the lives of many, and our mission is to see them in the hands of everyone who needs them as soon as possible. Filament’s platform of proprietary intellectual property enables the discovery, development, and delivery of natural psychedelic medicines for clinical development. We are paving the way with the first-ever natural psychedelic drug candidates.
Learn more at www.filament.health and on Twitter, Instagram and LinkedIn.
Anna Cordon, Director of Communications
FORWARD LOOKING INFORMATION
Certain statements and information contained herein may constitute “forward-looking statements” and “forward-looking information,” respectively, under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as, “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “should”, “believe”, “intends”, “forecast”, “plans”, “guidance” and similar expressions are intended to identify forward-looking statements or information. The forward-looking statements are not historical facts, but reflect the current expectations of management of Filament regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward-looking statements. The forward-looking statements discussed in this press release may include, but are not limited to, statements regarding the partnership between Jupiter and Filament, the completion of the Business Combination, the amount of funds available to TopCo upon completion of the Business Combination, access to capital, and advancements of Filament’s drug development platform. Forward-looking statements regarding the Company are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of Filament to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including the inability to complete the proposed Business Combination; the inability to recognize the anticipated benefits of the proposed Business Combination; demand for the TopCo’s securities being less than anticipated; fluctuations in the price of Jupiter’s ordinary shares; and ability of Jupiter to raise funds pursuant to the Business Combination. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Filament will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.