UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~October~~December 25, 2023

Jupiter Acquisition Corporation
(Exact name of registrant as specified in its charter)

Delaware

001-39505

85-1508739

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

11450 SE Dixie Hwy, Suite 105
Hobe Sound, FL		33455
(Address of principal executive offices)		(Zip Code)

(212) 207-8884

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant	JAQCU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	JAQC	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	JAQCW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

AsOn ~~previously~~December ~~announced~~5, ~~on July 18,~~ 2023, Jupiter Acquisition Corporation, a Delaware corporation (“Jupiter”), ~~1427702~~convened ~~B.C. Ltd.,~~and athen ~~corporation~~adjourned, ~~organized~~without conducting ~~under~~any business, the ~~laws~~special meeting of ~~British~~stockholders ~~Columbia~~of Jupiter (the “~~TopCo~~special meeting”), ~~Filament~~scheduled ~~Merger~~to ~~Sub~~occur ~~LLC~~on Tuesday, December a5, ~~Delaware~~2023, ~~limited~~at ~~liability company~~12:00 ~~and~~p.m. aEastern ~~direct~~Time, ~~wholly-owned~~until ~~subsidiary~~Tuesday, ofDecember ~~TopCo~~12, ~~and~~2023, ~~Filament~~at ~~Health~~12:00 ~~Corp~~p.m. Eastern Time, to be held as a ~~corporation~~completely virtual ~~organized~~meeting ~~under~~conducted via live webcast, which will be available at https://www.cstproxy.com/jupiteracquisitioncorp/sm2023. At the ~~laws~~special meeting, once reconvened, stockholders of ~~British~~Jupiter ~~Columbia~~will be asked to vote on the proposals described in the definitive proxy statement/prospectus filed by Jupiter with the U.S. Securities and Exchange Commission (the “~~Filament~~SEC”), ~~entered~~on ~~into~~November a13, 2023 (the “definitive ~~business~~proxy ~~combination~~statement/prospectus”) ~~agreement,~~relating ~~which~~to ~~provides~~the ~~for a~~ proposed business combination ~~through~~ a(the ~~series~~“Proposed ofBusiness ~~related~~Combination”) between ~~transactions~~Jupiter ~~(collectively~~and Filament Health Corp., a corporation organized under the ~~“Proposed~~laws ~~Business~~of ~~Combination~~British Columbia (“Filament”).

~~Attached~~In ~~hereto~~connection aswith ~~Exhibit~~the ~~99.1~~adjournment ~~and~~of ~~incorporated~~the byspecial ~~reference~~meeting, ~~herein~~Jupiter is anextending ~~updated~~the deadline for ~~presentation~~public ~~dated October~~stockholders ~~2023~~ to beexercise their ~~used~~redemption byrights, ~~Jupiter~~or ~~and~~to ~~Filament~~withdraw inany ~~presentations~~previously delivered demand for ~~certain~~redemption, ofto ~~Jupiter’s~~5:00 ~~stockholders~~p.m. ~~and~~Eastern ~~other~~Time ~~persons~~on inFriday, ~~connection~~December ~~with~~8, 2023 (two business days before the ~~Proposed~~current ~~Business~~date ~~Combination~~of the special meeting).

~~The~~If ~~foregoing~~you ~~(including~~are ~~the~~a ~~information~~stockholder ~~presented~~of inrecord ~~Exhibit~~entitled ~~99.1~~to ~~hereto)~~vote isat ~~being~~the ~~furnished~~special ~~pursuant~~meeting ~~to Item 7.01~~ and ~~shall~~have not besubmitted ~~deemed “filed”~~a proxy for ~~purposes~~use ofat ~~Section 18 of~~ the ~~Securities~~special ~~Exchange Act of 1934~~meeting, ~~as amended (the “Exchange Act”),~~ oryou ~~otherwise~~are beurged ~~subject~~ to ~~the~~do ~~liabilities~~so ofpromptly. ~~that~~No ~~section,~~action ~~nor~~is ~~shall~~required ~~it be deemed incorporated~~ by ~~reference~~any instockholder ~~any~~who ~~filing~~has ~~under~~previously ~~the~~delivered ~~Securities Act~~a ofproxy ~~1933,~~and aswho ~~amended~~does ~~(the~~not ~~“Securities~~wish ~~Act”),~~to revoke or ~~the~~change ~~Exchange~~that ~~Act~~proxy. ~~The~~Information ~~submission~~about ofvoting ~~the~~or ~~information~~revoking ~~set~~a ~~forth~~proxy inand ~~this Item 7.01 shall not be deemed an admission as to~~ the ~~materiality~~procedures offor ~~any~~redemption ~~information~~are included in ~~this Item 7.01, including~~ the ~~information presented~~definitive inproxy ~~Exhibit~~statement/prospectus, ~~99.1~~which ~~hereto~~is ~~that~~available iswithout ~~provided~~charge ~~solely~~on inthe ~~connection~~SEC’s ~~with~~website ~~Regulation~~at FDhttp://www.sec.gov.

Important Information About the Proposed Business Combination and Where to Find It

This Current Report on Form 8-K (this “Current Report”) relates to the Proposed Business Combination between Jupiter and 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~~ 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. The Registration Statement was declared effective by the SEC on November 13, 2023, and TopCo and Jupiter filed the definitive proxy statement/prospectus with the SEC on that same date. 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~~On November 13, 2023, after the Registration Statement ~~has~~was ~~been~~ declared effective, Jupiter ~~will~~commenced ~~mail~~ the mailing of 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~~ 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.2

1INVESTMENT 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 Current Report ~~on Form 8-K~~ 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~~ 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 Current Report ~~on Form 8-K~~, 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 Current Report ~~on Form 8-K~~. 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 Current Report ~~on Form 8-K~~. Accordingly, undue reliance should not be placed upon the forward-looking statements.

No Offer or Solicitation

This Current Report ~~on Form 8-K~~ 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 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 Current Report ~~on Form 8-K~~ 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 preliminary proxy statement/prospectus included therein, and ~~will~~is 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.

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURE

~~(d) Exhibits~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description
99.1		Investor Presentation, dated October 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Jupiter Acquisition Corporation

By:	/s/ James N. Hauslein
	Name:	James N. Hauslein
	Title:	Chief Executive Officer

4Date: December 5, 2023

~~SIGNATURE~~5

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Jupiter Acquisition Corporation By: /s/ James N. Hauslein Name: James N. Hauslein Title: Chief Executive Officer

Date: October 2, 2023

Filing Compare · Jupiter Acquisition Corp