Filed by 1427702 B.C. Ltd.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company:
Jupiter Acquisition Corporation
(Commission File No. 001-39505)
The following is a “Filament News” newsletter distributed
by Filament Health Corp. on October 5, 2023:
$2
Million Private Placement
Last week we announced a private placement of
up to $2 million led by NegevCapital, a leading venture fund in the psychedelic drug development space. Net proceeds will be used to advance
Filament’s Phase 2 methamphetamine use disorder clinical trial which has already received FDA approval, as well as othergeneral corporate
purposes.
“We are thrilled to reinforce our ongoing
commitment to Filament Health, a pioneering entity in the psychedelic domain,” said Ken Belotsky, Partner at NegevCapital. “Filament
is strategically positioned, leveraging a groundbreaking botanicaldrug development platform and holding industry-leading intellectual
property. Theirmeticulous focus on combating substance use disorders represents a significant opportunity for meaningful advancements
and value creation in this space.”
Import Of Coca Leaf From Peru
Magdalena Biosciences, a joint venture formed
by Filament and Jaguar Health, recently completed an import of coca leaf from Peru to Filament’s Vancouver R&D facility.
The import was authorized by the Peruvian Health
Authority, Dirección General de Medicamentos Insumos y Drogas (DIGEMID), and acquired from the Empresa Nacional de la Coca (ENACO),
which is the only company in Peru authorized to collect, distribute and export coca leaf and their derived products.
Magdalena was founded on a mission to develop
novel, natural prescription medicines derived from plants for mental health indications including attention deficit/hyperactivity disorder
(ADHD) in adults. The coca leaf imported from Peru will be used for initial research purposes to look at these and other neuropsychiatric
indications.
Licensing Agreement With Reset Pharma
We have entered into a licensing agreement with
Reset Pharma, a biotech company focused on the development of innovative treatments to address mental health indications related to life-altering
diseases. Reset has licensed Filament’s botanical psilocybin drug candidate, PEX010, for a phase 2 clinical trial studying demoralization
syndrome.
Reset Pharma joins a growing list of Filament
licensing partners using PEX010 to advance their clinical trial programs. Our partners are focused on indications including palliative
care, eating disorders, depression, opioid tapering, and chronic pain.
Recent Press Coverage
* * *
Important Information About the Proposed
Business Combination and Where to Find It
This communication may
relate to the proposed business combination (the “Proposed Business Combination”) between Jupiter Acquisition Corporation,
a Delaware corporation (“Jupiter”), and Filament Health Corp., a corporation organized under the laws of British Columbia
(“Filament”), and may be deemed to be solicitation material in respect of the Proposed Business Combination. The Proposed
Business Combination will be submitted to Jupiter’s stockholders for their consideration and approval. 1427702 B.C. Ltd., a corporation
organized under the laws of British Columbia (“TopCo”), has filed a registration statement on Form F-4 (File No. 333-273972)
and amendments and supplements thereto (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the
“SEC”), which contains a preliminary proxy statement/prospectus that constitutes (i) a preliminary proxy statement in connection
with Jupiter’s solicitation of proxies for the vote by Jupiter’s stockholders to approve the Proposed Business Combination
and other matters as described in the Registration Statement and (ii) a preliminary prospectus relating to the offer of TopCo securities
to be issued in the Proposed Business Combination. Jupiter and TopCo also intend to file other relevant documents with the SEC and, in
the case of Filament and TopCo, with the applicable Canadian securities regulatory authorities, regarding the Proposed Business Combination.
After the Registration Statement has been declared effective, Jupiter will mail the definitive proxy statement/prospectus and other relevant
documents to its stockholders as of the record date established for voting on the Proposed Business Combination. The Proposed Business
Combination will also be submitted to the securityholders of Filament for their consideration and approval. JUPITER’S STOCKHOLDERS
AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS
OR SUPPLEMENTS THERETO AND, ONCE AVAILABLE, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH JUPITER’S SOLICITATION
OF PROXIES FOR ITS SPECIAL MEETING OF STOCKHOLDERS TO BE HELD TO APPROVE, AMONG OTHER THINGS, THE PROPOSED BUSINESS COMBINATION, BECAUSE
THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT JUPITER, FILAMENT, TOPCO AND THE PROPOSED BUSINESS COMBINATION.
Jupiter’s stockholders
and other interested parties may also obtain a copy of the Registration Statement, the preliminary proxy statement/prospectus, any amendments
or supplements thereto and, once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC regarding
the Proposed Business Combination and other documents filed with the SEC by Jupiter, without charge, at the SEC’s website located
at www.sec.gov, or by directing a request to: Jupiter Acquisition Corporation, 11450 SE Dixie Hwy, Suite 105, Hobe Sound, FL 33455. As
the Registration Statement contains certain information about Filament, the Registration Statement has also been made available under
Filament’s profile on SEDAR at www.sedar.com.
INVESTMENT IN ANY SECURITIES DESCRIBED
HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE PROPOSED BUSINESS COMBINATION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward-Looking Statements
This communication includes
“forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking
statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “could,”
“continue,” “may,” “might,” “outlook,” “possible,” “potential,”
“predict,” “scheduled,” “should,” “would.” “seek,” “target” or
other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean that a statement is not forward-looking. Generally, statements that are not historical facts, including statements
concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to
projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking
statements. These statements are based on various assumptions, whether or not identified in this communication, and on the current beliefs
and expectations of Filament’s, TopCo’s and Jupiter’s management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any
investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Although Filament, TopCo and Jupiter
believe that their respective plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable,
none of Filament, TopCo or Jupiter can assure you that any of them will achieve or realize these plans, intentions, or expectations. Actual
events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Filament, TopCo and Jupiter. These forward-looking statements are subject to a number of risks and uncertainties,
including (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Proposed Business
Combination; (ii) the failure of either Jupiter or Filament prior to the Proposed Business Combination, or TopCo after the Proposed Business
Combination, to execute their business strategy; (iii) the outcome of any legal proceedings that may be instituted against Filament, TopCo
or Jupiter or others following the announcement of the Proposed Business Combination; (iv) the inability to complete the Proposed Business
Combination due to the failure to obtain any necessary interim order or other required court orders in respect of Filament’s statutory
plan of arrangement under the Business Corporations Act (British Columbia) with respect to the Proposed Business Combination or the failure
to obtain the approval of Filament’s shareholders or Jupiter’s stockholders or to satisfy other conditions to closing; (v)
changes to the proposed structure of the Proposed Business Combination that may be required or appropriate as a result of applicable laws
or regulations or as a condition to obtaining regulatory approval of the Proposed Business Combination; (vi) the ability to meet stock
exchange listing standards prior to and following the consummation of the Proposed Business Combination; (vii) the risk that the Proposed
Business Combination disrupts current plans and operations of Filament as a result of the announcement and consummation of the Proposed
Business Combination; (viii) the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected
by, among other things, competition and the ability of TopCo to grow and manage growth profitably, maintain relationships with customers
and retain its management and key employees; (ix) costs related to the Proposed Business Combination; (x) failure to comply with and stay
abreast of changes in laws or regulations applicable to Filament’s business, including health and safety regulations and policies;
(xi) Filament’s estimates of expenses and profitability and underlying assumptions with respect to redemptions by Jupiter’s
stockholders and purchase price and other adjustments; (xii) any downturn or volatility in economic or business conditions; (xiii) the
effects of COVID-19 or other epidemics or pandemics; (xiv) changes in the competitive environment affecting Filament or its customers,
including Filament’s inability to introduce, or obtain regulatory approval for, new products; (xv) the failure to obtain additional
capital on acceptable terms; (xvi) the impact of pricing pressure and erosion; (xvii) failures or delays in Filament’s supply chain;
(xviii) Filament’s ability to protect its intellectual property and avoid infringement by others, or claims of infringement against
Filament; (xix) the possibility that Filament, TopCo or Jupiter may be adversely affected by other economic, business and/or competitive
factors; (xx) the failure of Filament or TopCo to respond to fluctuations in foreign currency exchange rates; and (xxi) Filament’s
estimates of its financial performance; and those factors discussed in documents of Jupiter or TopCo filed, or to be filed, with the SEC.
If any of these risks materialize or any assumptions prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that none of Filament, TopCo or Jupiter presently knows or that Filament,
TopCo and Jupiter currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Filament’s, TopCo’s and Jupiter’s expectations, plans, or
forecasts of future events and views as of the date of this communication. Filament, TopCo and Jupiter anticipate that subsequent events
and developments will cause Filament’s, TopCo’s and Jupiter’s assessments to change. However, while Filament, TopCo
and Jupiter may elect to update these forward-looking statements at some point in the future, Filament, TopCo and Jupiter specifically
disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Filament’s, TopCo’s
or Jupiter’s assessments as of any date after the date of this communication. Accordingly, undue reliance should not be placed upon
the forward-looking statements.
No Offer or Solicitation
This communication does
not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant
to an exemption from the Securities Act. In Canada, no offering of securities shall be made except by means of a prospectus in accordance
with the requirements of applicable Canadian securities laws or an exemption therefrom. This communication is not, and under no circumstances
is it to be construed as, a prospectus, offering memorandum, an advertisement or a public offering in any province or territory of Canada.
In Canada, no prospectus has been filed with any securities commission or similar regulatory authority in respect of any of the securities
referred to herein.
Participants in Solicitation
Jupiter, Filament, TopCo
and certain of their respective directors, executive officers, and other members of management and employees may, under SEC rules, be
deemed to be participants in the solicitations of proxies from Jupiter’s stockholders in connection with the Proposed Business Combination.
Information regarding Jupiter’s directors and executive officers is available in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, which was filed with the SEC on March 10, 2023. Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies from Jupiter’s stockholders in connection with the Proposed Business Combination
is set forth in the Registration Statement, and the preliminary proxy statement/prospectus included therein, and will be set forth in
the definitive proxy statement/prospectus when it is filed with the SEC. Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests is included in the Registration Statement, and the proxy statement/prospectus
included therein, and will be included in the definitive proxy statement/prospectus when it becomes available. Jupiter’s stockholders,
potential investors, and other interested persons should carefully read the Registration Statement, the preliminary proxy statement/prospectus,
any amendments or supplements thereto and, once available, the definitive proxy statement/prospectus, and related documents filed with
the SEC, before making any voting or investment decisions. These documents, once available, can be obtained free of charge from the sources
indicated above.
No Assurances
There can be no assurance that the Proposed Business Combination will
be completed, nor can there be any assurance, if the Proposed Business Combination is completed, that the potential benefits of the Proposed
Business Combination will be realized.
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