1427702 B.C. F-4/ARegistration of securities (foreign) (amended)

As filed with the Securities and Exchange Commission on October 13, 2023

Registration No. 333-273972

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

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AMENDMENT NO. 2
TO
FORM F-4
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

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1427702 B.C. Ltd.

(Exact name of registrant as specified in its charter)

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N/A
(Translation of registrant name into English)

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2900-550 Burrard Street
Vancouver, British Columbia, Canada V6C 0A3
+1 604-500-2407
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
Tel: (302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

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†       The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED OCTOBER 13, 2023

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            , 2023 at            , Eastern time. The Special Meeting can be accessed by visiting            , 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 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

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.

This proxy statement/prospectus is dated            , 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.

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON            , 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            , 2023, at             , Eastern time. The Special Meeting can be accessed by visiting            , 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

(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”); and

•        Proposal No. 4 — 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            , 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 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, 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. 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.

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. In no event will Jupiter redeem Public Shares in an amount that would cause Jupiter’s (or the combined company’s) net tangible assets to be less than $5,000,001 immediately after the Closing.

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, 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            .

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.

TABLE OF CONTENTS

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.

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.

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.

“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.

“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.

“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 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.

“OTCQB” means the OTCQB® Venture Market.

“PCAOB” means the Public Company Accounting Oversight Board.

“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 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.

“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
        , 2023 at              , 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.

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, and intends to apply to list the TopCo Common Shares on Cboe Canada, in connection with the Closing. TopCo does not intend to apply to list the TopCo Common Shares on the Frankfurt Exchange. 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       , 2023 at       , 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.

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 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. 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. 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.

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.     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 15 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).

•        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 (i) 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 and (ii) the requirement of the Jupiter Charter that Jupiter cannot redeem Public Shares if it would result in Jupiter (or the Combined Company) having a minimum net tangible asset value of less than USD$5,000,001.

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.

____________

(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.

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 expects that approximately USD$5.0 million (approximately CAD$6.79 million) will 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. 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.”

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 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, 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. 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. 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 Filament Circular. The special meeting of the Filament securityholders will be held on               . 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. In no event, however, will Jupiter redeem Public Shares in an amount that would cause its (or the Combined Company’s) net tangible assets to be less than $5,000,001 upon completion of the Business Combination. 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 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 $            , based on the closing price of the Jupiter Class A Common Stock of $            on Nasdaq on            , 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 $            , based on the closing price of the Jupiter Units of $            on Nasdaq on            , 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.

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.”

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 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 (i) 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 and (ii) the requirement of the Jupiter Charter that Jupiter cannot redeem Public Shares if it would result in Jupiter (or the Combined Company) having a minimum net tangible asset value of less than USD$5,000,001.

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.

____________

(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            , 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 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, 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 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            , 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.

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, 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 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, 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 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 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 $            . Jupiter will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding Filament’s, TopCo’s or Jupiter’s, or their respective management team’s, expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        Filament’s, TopCo’s or Jupiter’s ability to consummate the Business Combination;

•        the benefits of the Business Combination;

•        the Combined Company’s financial performance following the consummation of the Business Combination;

•        prospective and illustrative financial information included in this proxy statement/prospectus;

•        the ability to obtain or maintain the listing of the TopCo Common Shares or TopCo Warrants on Nasdaq following the consummation of the Business Combination;

•        changes in Filament’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•        Filament’s strategic advantages and the impact those advantages will have on future financial and operational results;

•        expansion plans and opportunities, including total addressable market estimates;

•        Filament’s ability to grow its business in a cost-effective manner;

•        the implementation, market acceptance and success of Filament’s business model;

•        developments and projections relating to Filament’s competitors and industry;

•        Filament’s approach and goals with respect to technology;

•        Filament’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•        the impact of the COVID-19 pandemic, the invasion of Ukraine by Russia, or the recent escalation of the conflict in Israel, on Filament’s business;

•        changes in foreign currency exchange rates, which can affect revenue and foreign currency prices;

•        changes in applicable laws or regulations; and

•        the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Filament’s, TopCo’s or Jupiter’s, or their respective management team’s, views as of any subsequent date, and Filament, TopCo and Jupiter do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, Filament’s, Jupiter’s or the Combined Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•        the timing of the Closing and the level of Redemption Rights that are exercised in respect of Public Shares, which may adversely affect Filament’s ability to execute its business plan;

•        the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

•        the outcome of any legal proceedings that may be instituted against Filament, TopCo or Jupiter following announcement of the Business Combination and transactions contemplated thereby;

•        the inability to complete the Business Combination on a timely basis or at all due to the failure to obtain approval of Jupiter stockholders or to satisfy other conditions to the Closing in the Business Combination Agreement;

•        Filament’s ability to continue as a going concern;

•        the ability to obtain or maintain the listing of the TopCo Common Shares or TopCo Warrants on Nasdaq, following the consummation of the Business Combination;

•        the risk that the Business Combination disrupts current plans and operations of Filament as a result of the announcement and consummation of the transactions described herein;

•        the Combined Company’s ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Filament to grow and manage growth profitably following the consummation of the Business Combination;

•        costs related to the Business Combination;

•        changes in applicable laws or regulations;

•        the effects of the COVID-19 pandemic, the invasion of Ukraine by Russia, or the recent escalation of the conflict in Israel, on Filament’s business;

•        the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and identify and realize additional opportunities;

•        the risk of downturns and the possibility of rapid change in the industry in which Filament operates;

•        the risk that Filament and its current and future collaborators are unable to successfully develop and commercialize Filament’s products, or experience significant delays in doing so;

•        the risk that the Combined Company may never achieve or sustain profitability;

•        the risk that the Combined Company may need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;

•        the risk that the Combined Company experiences difficulties in managing its growth and expanding operations;

•        the risk that third-party providers are not able to fully and timely meet their obligations;

•        the risk that Filament is unable to secure or protect its intellectual property;

•        the possibility that Filament, Jupiter or the Combined Company may be adversely affected by other economic, business, and/or competitive factors; and

•        other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

RISK FACTORS

In addition to the other information contained in (or incorporated by reference into) this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on TopCo’s business, reputation, revenue, financial condition, results of operations and future prospects and on its ability to realize the anticipated benefits of the Business Combination, in which event the market price of TopCo’s securities could decline, and you could lose part or all of your investment. Unless otherwise indicated, reference in this section and elsewhere in this proxy statement/prospectus to Filament’s business being adversely affected, negatively impacted or harmed will include an adverse effect on, or a negative impact or harm to, the business, reputation, revenue, results of operations, financial condition, and future prospects of TopCo.

The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by TopCo, Jupiter and Filament, which may later prove to be incorrect or incomplete. Each of TopCo, Jupiter and Filament may face additional risks that are not presently known to that entity, or that are currently deemed to be immaterial, but which may ultimately have an adverse effect on that entity.

Risks Related to Filament and Its Business

Unless the context otherwise requires, all references in this subsection to “we,” “us,” or “our” refer to Filament prior to the consummation of the Business Combination, or to the businesses of TopCo, Filament, and Jupiter, collectively, following the consummation of the Business Combination.

Risks Related to Our Company and Our Financial Position

We are a relatively new company with a history of losses, and we may never become profitable.

We are a relatively new company with a limited history of operations and we have incurred losses since our inception. We will incur significant expenses in the future due to our research and development initiatives, and our product candidates have not yet received regulatory approval. As a result, we expect to continue to incur losses and to operate with negative cash flow. There is no assurance that we will ever be able to achieve or sustain profitability. The failure to achieve sustained profitability would depress our value following the Business Combination and could impair our ability to raise capital, operate and expand our business, gain approval for and commercialize our product candidates, and pursue or continue operations.

Because we are an early-stage company, we are subject to many of the risks common to early-stage enterprises, many of which are beyond our control, including under-capitalization, cash shortages, limitations with respect to personnel, the expenses of establishing or entering new markets and setting up operations, lack of financial and other resources, and lack of revenue. The limited operating history may also make it difficult for investors to evaluate our prospects for success. There is no assurance that we will be successful, and our likelihood of success must be considered in light of our early stage of operations. As a result, any investment in TopCo Common Shares is highly speculative and could result in the loss of the entire amount of that investment.

Our limited operating history may make it difficult to evaluate our business to date and assess our future viability.

We have a limited history of operations and will be in an early stage of development as we attempt to create an infrastructure to capitalize on the opportunity for psychedelic medicines. We have not yet commercialized our products, and our product candidates have not yet received regulatory approval. Predictions about our future success or viability may not be as accurate as they could be if we had a longer operating history or a history of successfully developing and commercializing psychedelic medicines. Our limited operating history may make it difficult for investors to evaluate our prospects for success, and the likelihood of our success must be considered in light of these risks, expenses, complications, delays, and the competitive environment in which we operate.

Our business model is untested and we may fail to execute our strategic plans.

We are building a pipeline of psychedelic medicines. However, we are a relatively new company, and the commercialization of psychedelic medicines is novel. As a result, our business model is untested, and any of the assumptions underlying our business model may be incorrect. There can be no assurance that our assumptions are correct or that, if correct, our strategy will succeed. There is, at this time, limited information on which to base an assumption that our business model will prove successful, and our business model may never be successful. If our business model does not prove successful, we may be unable to execute our strategic plans, which would have an adverse effect on our business and our prospects.

We will not be able to maintain our operations and research and development without additional funding.

To date, we have generated limited licensing revenues and have no other sources of revenue. We cannot predict when or if we will generate additional revenue. We do not anticipate generating sufficient revenue from the sale or licensing of products to fund our operations or research and development activity for the foreseeable future. In addition, we expect our research and development expenses to increase in connection with our ongoing activities, particularly as we advance our product candidates through clinical trials. As a result, even if the Business Combination is consummated, we will need additional funding in the future, through the issuance of additional equity or debt securities or through loan financing, to continue to execute our strategic plan and to continue our operations.

At the present time, we do not have arrangements to raise all of the needed additional capital, and we will need to identify potential investors and negotiate appropriate arrangements with them. Our ability to obtain additional financing will be subject to a number of factors, including market conditions, our operating performance and investor sentiment. The availability of financing will be affected by many factors, including the achievement of our corporate goals, the results of scientific and clinical research, the ability to obtain regulatory approvals, the state of the capital markets generally, the prospects for drug development companies generally and companies that are seeking to develop psychedelic medicines in particular, the status of strategic alliance agreements, and other relevant commercial considerations. If we elect to raise capital through equity financing, a decline in the price of TopCo Common Shares could be especially detrimental to our liquidity and operations. There is no assurance that additional capital or other types of financing will be available if needed, or that these financings will be on terms that are favorable to us, or at all. If adequate funding is not available, we may be required to delay, reduce or eliminate one or more of our product development programs, or obtain funds through corporate partners or others who may require us to relinquish significant rights to product candidates or obtain funds on less favorable terms than we would otherwise accept. If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue our commercialization efforts or other operations. In addition, fundraising efforts may divert management’s attention from our day-to-day operations, which may adversely affect our business.

Moreover, as a result of many possible factors currently unknown or unanticipated, we may need to seek additional funding sooner than anticipated, at a time that may not be advantageous to us. Even if we believe that our funds are sufficient for our current or future operating plans, we may opportunistically seek additional capital if we believe market conditions are favorable or for specific strategic considerations.

Raising additional capital may decrease the value of TopCo Common Shares, cause dilution to our shareholders, restrict our operations or require us to relinquish certain rights.

In order to finance operations, acquisitions, or projects, we may seek additional capital through a combination of equity offerings, debt financings, sale of securities convertible into equity securities, strategic collaborations and alliances or licensing arrangements. The Filament Board has the authority to authorize certain offers and sales of additional securities without the vote of, or prior notice to, shareholders. Additional issuances of equity may involve the issuance of a significant number of TopCo Common Shares at prices less than the current market price for TopCo Common Shares. To the extent that we raise additional capital through the sale of equity, convertible debt securities or other equity-based derivative securities, your ownership interest will be diluted and the terms may include liquidation or other preferences that adversely affect your rights as a shareholder. Any indebtedness we incur could involve restrictive covenants, such as limitations on our ability to incur additional debt, acquire or license intellectual property rights, declare dividends, make capital expenditures and other operating restrictions that could adversely impact our ability to conduct our business. Furthermore, the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of TopCo Common Shares to decline. Adequate additional

financing may not be available to us on acceptable terms, or at all. If we raise additional funds through strategic collaborations and alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to future therapeutic candidates or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects. In addition, a decline in the market prices of our securities could impair our ability to raise additional capital through the sale of securities should we desire to do so. If we are unable to raise additional funds when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our future therapeutic candidates that we would otherwise prefer to develop and market ourselves.

A decline in the price or trading volume of TopCo Common Shares could affect our ability to raise further capital and adversely impact our ability to continue operations.

A prolonged decline in the price of TopCo Common Shares could result in a reduction in our ability to raise capital, which could be detrimental to our liquidity and operations. Such reductions may force us to reallocate funds from other planned uses and may have a material adverse effect on our business plan and operations, including the ability to operationalize existing licenses and complete planned capital expenditures. If the price of TopCo Common Shares declines, there can be no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not have the necessary resources to continue normal operations.

The pro forma financial statements contained in this proxy statement/prospectus are presented for illustrative purposes only and may not be an indication of our financial condition or results of operations following the completion of the Business Combination.

The pro forma financial statements contained in this proxy statement/prospectus are presented for illustrative purposes only and may not be an indication of our financial condition or results of operations following the completion of the Business Combination for several reasons. The pro forma financial statements have been derived from our historical financial statements and those of Filament, and adjustments and assumptions have been made after giving effect to the Business Combination. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy. Moreover, the pro forma financial statements do not reflect all costs that we expect to incur in connection with the Business Combination. For example, the impact of any incremental costs incurred in integrating our company with Jupiter are not reflected in the pro forma financial statements. As a result, our actual financial condition and results of operations following the completion of the Business Combination may not be consistent with, or evident from, these pro forma financial statements. The assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect our financial condition or results of operations following the Business Combination. Any decline or potential decline in our financial condition or results of operations may cause significant variations in the market price of our securities.

Information about us posted to social media platforms may be inaccurate or adverse to our interests, each of which may harm our business, financial condition and results of operations.

There has been a recent marked increase in the use of social media platforms and similar channels that provide individuals with access to a broad audience of consumers and other interested persons. The availability and impact of information on social media platforms is virtually immediate and many social media platforms publish user-generated content without filters or independent verification as to the accuracy of the content posted. Consumers can and do use social media platforms to post information that is critical about businesses and products. Even isolated incidents involving us or our product candidates could erode the trust and confidence of consumers and damage our brand image and reputation and could lead to the loss of goodwill with consumers and stakeholders, especially if such incidents result in adverse publicity, governmental investigations, product recalls, or litigation. Information posted about us may be adverse to our interests and may harm our business, financial condition and results of operations, even if it is inaccurate. Further, disclosure of our non-public information by our employees or others, whether intentional or unintentional, through social media could lead to unfavorable publicity or loss of informational value.

We have a limited operating history as a public company.

The Filament Common Shares commenced trading in Canada on the NEO Exchange (now operating as Cboe Canada) in June 2021. To operate effectively, we will be required to continue to implement changes in certain aspects of our business, improve information systems, and develop, manage, and train management-level and other employees to comply with ongoing public company requirements. Failure to take such actions, or delay in implementation thereof, could adversely affect our business, financial condition, liquidity and results of operations of and, more specifically, could result in regulatory penalties, market criticism or the imposition of cease trade orders in respect of TopCo Common Shares.

We currently report and TopCo will report financial results under IFRS, which differs in certain significant respects from U.S. GAAP.

We currently report and TopCo will report financial results under IFRS. There are and there may in the future be certain significant material differences between IFRS and U.S. GAAP. As a result, our financial information and reported earnings, and the financial information and reported earnings of TopCo for future periods, could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, TopCo does not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those of companies that prepare financial statements under U.S. GAAP.

If we are unable to maintain product liability insurance required by third parties, the corresponding agreements would be subject to termination, which could have a material adverse impact on our operations.

Some of our licensing and other agreements with third parties require or might require us to maintain product liability insurance. If we cannot maintain acceptable amounts of coverage on commercially reasonable terms in accordance with the terms set forth in these agreements, the corresponding agreements could be subject to termination, which could have a material adverse impact on our operations.

Risks Related to Our Business and Industry

Investment in biotechnology product development is highly speculative.

Investment in biotechnology product development is highly speculative because it entails substantial up-front capital expenditures and significant risk that any potential product candidate will fail to demonstrate effectiveness or an acceptable safety profile, gain regulatory approval and become commercially viable. All of our product candidates will require substantial additional capital expenditures and development time, including extensive clinical research and resources, before we would be able to apply for and then receive marketing authorization and begin generating revenue from product sales. Due to the numerous risks and uncertainties associated with the development of our product candidates, we are unable to predict the timing or amount of our expenses, or when we will be able to commercialize our product candidates. In addition, our expenses could increase significantly beyond current expectations depending on whether regulatory authorities in the U.S., Canada, or elsewhere require clinical studies in addition to those we currently anticipate. Even if our product candidates or any future product candidates are approved for commercial sale, we anticipate incurring significant costs associated with commercializing any approved product and ongoing compliance efforts.

Psychedelic medicines are new in North America, and the psychedelic medicines industry and markets may not continue to exist or to develop as we anticipate.

We operate in the relatively new psychedelic medicine industry. The market for psychedelic medicines has a limited history and is evolving in North America, and is undergoing rapid growth and substantial change. The market for psychedelic medicines and our industry may not develop as we anticipate, or at all, or it may develop slower than we expect. It is possible that, in the future, the market for psychedelic medicines may not continue to exist. Because our strategic plan is concentrated in the area of psychedelic medicines, if the market for psychedelic inspired medicines does not develop as we expect, our business would suffer.

There is a lack of information available concerning the potential market size for psychedelic medicines in North America as well as about comparable companies and their business models.

Because the legal psychedelics industry is in a nascent stage, there is a lack of information about comparable companies available for potential investors to review in deciding about whether to invest in TopCo Common Shares, and few, if any, established companies whose business model we can follow or upon whose success we can build. Accordingly, investors will have to rely on their own estimates in deciding about whether to invest in TopCo Common Shares. There can be no assurance that our estimates are accurate or that the market size is sufficiently large for our business to grow as projected, which may negatively impact our financial results.

Our success will be dependent on demand for psychedelic medicines in general and our brand in particular, which may not materialize.

The market for psychedelic medicines is new, and demand for psychedelic medicines has not yet developed. We believe that the market for psychedelic medicines will grow and develop over time in North America, as consumers become more aware of the potential benefits of these products, and as more products are introduced in the market. However, the demand for psychedelic medicines may not develop as we anticipate, or as quickly as we anticipate. Even if demand for psychedelic medicines does develop, that demand may not extend to our brand or our product candidates. If demand does not develop or if we cannot accurately forecast customer demand, our business, prospects, financial condition, and operating results could be adversely affected.

We may not be successful in developing and commercializing our products, or may not be able to do so at acceptable costs.

If we cannot successfully develop, manufacture, sell, and distribute our products, or if we experience difficulties in the development process, such as capacity constraints, quality control problems, or other disruptions, we may not be able to develop market-ready commercial products at acceptable costs, which would adversely affect our ability to effectively enter the market. A failure by us to achieve a low-cost structure through economies of scale or improvements in cultivation and manufacturing processes would have a material adverse effect on our commercialization plans and our business, prospects, results of operations, and financial condition. If there is a shift in consumer demand, we must meet such demand through new and innovative products or else our business may fail.

We face competition from other biopharmaceutical and pharmaceutical companies, some of which may have longer operating histories, more financial resources and greater expertise than we do, and our business may fail if we cannot compete effectively or if competitors commercialize psychedelic-based products before we do.

The biopharmaceutical and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. Our competitors include large, well-established pharmaceutical companies, biopharmaceutical companies, academic and research institutions developing therapeutics for the same indications we are targeting and competitors with existing marketed therapies. Many other companies are developing or commercializing therapies to treat the same diseases or indications for which our product candidates may be useful.

Many of our competitors may have longer operating histories and substantially greater financial, technical, human resources, and brand recognition than we do. They may also have significantly greater experience than we do in conducting preclinical testing and human clinical trials of product candidates, scaling up manufacturing operations and obtaining regulatory approvals of products. These companies may be able to respond more quickly to industry developments, regulatory requirements, and increases or changes in consumer demand and may be able to design, develop, obtain regulatory approval for, market, and sell their products more effectively. We also expect to face additional competition from new entrants into the market for psychedelic medicines. Accordingly, our competitors may succeed in obtaining regulatory approval or intellectual property protection for products more rapidly than we do.

As a result, we expect competition to intensify in the future particularly with larger and well-financed competitors with greater experience in the biopharmaceutical and pharmaceutical industries. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative transactions with large, established companies. Our ability to compete successfully will largely depend on:

•        the efficacy and safety profile of our product candidates relative to marketed products and other product candidates in development;

•        our ability to develop and maintain a competitive position in the product categories and technologies on which we focus;

•        the time it takes for our product candidates to complete clinical development and receive marketing approval;

•        our ability to obtain required regulatory approvals;

•        our ability to commercialize any of our product candidates that receive regulatory approval;

•        our ability to establish, maintain and protect intellectual property rights related to our product candidates; and

•        acceptance of any of our product candidates that receive regulatory approval by physicians, other healthcare providers, and payers.

Our product candidates will have to compete with existing therapies, new formulations of existing drugs, and new therapies that may be developed in the future. Competitors have developed and may develop technologies that could be the basis for products that challenge the discovery research capabilities of products we are developing. We cannot predict the timing or impact of such competitive products or technological advancements. Some of those products may have an entirely different approach or means of accomplishing the desired therapeutic effect than our product candidates and may be safer, more effective, more effectively marketed, licensed, or sold, be less costly, or have lower prices or other superior features compared to our product candidates, or may gain greater market acceptance. The success of our competitors and their product candidates relative to our technological capabilities and competitiveness could have a material adverse effect on the future preclinical studies and clinical trials of our product candidates, including our ability to obtain the necessary regulatory approvals for the conduct of such clinical trials. This may further negatively impact our ability to generate future product development programs using other psychedelic compounds. If we are not able to compete effectively against our current and future competitors, or if competitive products are more effective, safer, or less expensive or reach market sooner, our business will not grow, and our financial condition and operations will substantially suffer.

Operating in a highly regulated business is expensive and requires significant resources, and we may not have the necessary resources or be able to obtain them.

Psychedelic drugs are highly regulated at the federal and provincial level in Canada and at the federal and state level in the United States and require regulatory approval before they can be commercialized. We intend to operate a highly regulated business in the market for psychedelic drugs and therapies. Pursuing the necessary regulatory approval and ensuring ongoing compliance the applicable laws, regulations, and guidelines that impact our intended business plans will require a significant amount of time and financial resources as well as skilled employees. Complying with multiple federal, state, and provincial laws, regulations, and guidelines will require additional resources and may impact our ability to expand into certain jurisdictions. In addition, we may need to modify our product candidates or to develop new product candidates in order to succeed, and we may not be able to do so. If we do not have the resources necessary to operate and compete in a highly regulated business, our business and results of operations could be adversely affected.

If we are not able to establish, maintain and enhance our reputation and brand recognition, our business, financial condition and results of operations will be harmed.

We believe that establishing, maintaining and enhancing our reputation and brand recognition is critical to our relationships with healthcare professionals, patients and collaborators. The promotion of our brand may require us to make substantial investments and we anticipate that, as our market becomes increasingly competitive, these marketing initiatives may become increasingly difficult and expensive. Brand promotion and marketing activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur and our business, financial condition and results of operations could be harmed. In addition, any factor that diminishes our reputation or that of our management, including failing to meet the expectations of our future network of healthcare professionals, patients and collaborators, could harm our reputation and brand and make it substantially more difficult in the future for us to attract new therapists, patients

and collaborators. If we do not successfully establish, maintain and enhance our reputation and brand recognition, our business may not grow and we could lose our relationships in the future with therapists, patients and collaborators, which would harm our business, financial condition and results of operations.

We may expand our business through the acquisition of companies or businesses, by entering into collaborations, and/or by in-licensing product candidates, each of which could disrupt our business and harm our financial condition.

We have sought in the past, and may seek in the future, to expand our pipeline and capabilities by acquiring one or more companies or businesses, entering into collaborations, and/or in-licensing one or more product candidates. Acquisitions, collaborations, and in-licenses involve numerous risks, including, but not limited to:

•        substantial cash expenditures;

•        technology development risks;

•        potentially dilutive issuances of equity securities;

•        incurrence of debt and contingent liabilities, some of which may be difficult or impossible to identify at the time of acquisition;

•        difficulties in assimilating the operations of the acquired companies;

•        potential disputes regarding contingent consideration;

•        diverting our management’s attention away from other business concerns;

•        entering markets in which we have limited or no direct experience;

•        potential loss of our key employees or key employees of the acquired companies or businesses; and

•        potential failure of in-license agents to technologies to deliver the desired activities or functions.

We have experience in making acquisitions, entering collaborations and in-licensing product candidates; however, we cannot provide assurance that any acquisition, collaboration or in-license will result in short-term or long-term benefits to it. We may incorrectly judge the value or worth of an acquired company or business or in-licensed product candidate. In addition, our future success would depend in part on our ability to manage the rapid growth associated with some of these acquisitions, collaborations and in-licenses. We cannot provide assurance that we would be able to successfully combine our business with that of acquired businesses, manage a collaboration or integrate in-licensed product candidates. Furthermore, the development or expansion of our business may require substantial capital investment by us.

Acquisitions involve risks that the acquired business will not perform as expected and that business judgments concerning the value, strengths and weaknesses of the acquired business will prove incorrect. In addition, potential acquisition targets may be in provinces or states in which we do not currently operate, which could result in unforeseen operating difficulties and difficulties coordinating geographically dispersed operations, personnel and facilities. In addition, if we enter into new geographic markets, we may be subject to additional and unfamiliar legal and regulatory requirements. Acquired businesses may have unaudited financial statements that have been prepared by management and have not been independently reviewed or audited. We cannot provide assurances that such financial statements would not be materially different if such statements were independently reviewed or audited. We cannot guarantee that we will, or will continue to, acquire businesses at valuations consistent with prior acquisitions or that we will complete future acquisitions at all. We also cannot provide assurances that there will be attractive acquisition opportunities at reasonable prices, that financing will be available, or that we can successfully integrate acquired businesses into existing operations. In addition, the results of operations from these acquisitions could, in the future, result in impairment charges for any of our intangible assets, including goodwill or other long-lived assets, particularly if economic conditions worsen unexpectedly. Our inability to effectively manage the integration of our completed and future acquisitions could prevent us from realizing expected rates of return on an acquired business and could have a material adverse effect on our financial condition, results of operations, or liquidity.

We may invest in pre-revenue companies which may not be able to meet anticipated revenue targets in the future.

We have made and may in the future make investments in companies with no significant sources of operating cash flow and no revenue from operations. Our investments in such companies will be subject to risks and uncertainties that new companies with no operating history may face. In particular, there is a risk that any pre-revenue company in which we invest will not be able to meet anticipated revenue targets or will generate no revenue at all, or such underperforming pre-revenue company may fail, which could have a material adverse effect on our business, prospects, revenue, results of operation, and financial condition.

Risks Related to Our Product Candidates

Our products are at early stages of development, and we may not generate revenue for several years, if at all, from these products.

Our product candidates are currently undergoing preclinical trials and clinical studies and have not yet been commercialized. Given the early stage of our product development, we can make no assurance that our research and development programs will result in regulatory approval or commercially viable products. To achieve profitable operations, we, alone or with others, must successfully develop, gain regulatory approval for, and market our future products. Although the FDA has authorized a Phase I Trial using natural psychedelic drug candidates, we currently have no products that have been approved by the FDA, or any similar regulatory authority in other countries, for sale or commercial distribution purposes. To obtain regulatory approvals for our product candidates that are in development and to achieve commercial success, clinical trials must demonstrate that the product candidates are safe for human use and that they are effective. We have not yet completed later stage clinical trials for any of our product candidates. Many product candidates never reach that stage of clinical testing and even those that do have only a small chance of successfully completing clinical development and gaining regulatory approval. Product candidates may fail for a number of reasons, including, but not limited to, being unsafe for human use or a failure to provide therapeutic benefits equal to or better than the standard of treatment at the time of testing. Unsatisfactory results obtained from a particular study relating to a research and development program may cause us or our collaborators to abandon commitments to that program. Positive results of early preclinical research may not be indicative of the results that will be obtained in later stages of preclinical or clinical research. Similarly, positive results from early-stage clinical trials may not be indicative of favorable outcomes in later-stage clinical trials, and we can make no assurance that any future studies, if undertaken, will yield favorable results.

The early stage of our product development makes it particularly uncertain whether any of our product development efforts will prove to be successful and meet applicable regulatory requirements, and whether any of our product candidates will receive the requisite regulatory approvals, be capable of being manufactured at a reasonable cost or be successfully marketed. There is a high rate of failure for product candidates proceeding through clinical trials. We can make no assurance that any future studies, if undertaken, will yield favorable results. Many companies in the pharmaceutical and biopharmaceutical industries have suffered significant setbacks in later-stage clinical trials after achieving positive results in early-stage development, and we cannot be certain that we will not face similar setbacks. These setbacks have been caused by, among other things, preclinical findings made while clinical trials were underway or safety or efficacy observations made in clinical trials, including previously unreported adverse events. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that believed their product candidates performed satisfactorily in preclinical studies and clinical trials nonetheless failed to obtain FDA or any similar regulatory authority approval if, for example, the regulatory authority disagrees with the interpretation of the data. If we fail to produce positive results in our clinical trials, the development timeline, regulatory approval and commercialization prospects for our product candidates, and, correspondingly, our business and financial prospects, would be materially adversely affected. In addition, our inability to properly design, commence and complete clinical trials may negatively impact the timing and results of our clinical trials and ability to seek approvals for our product candidates.

The testing, marketing and manufacturing of any new drug product for use in the U.S. will require approval from the FDA. We cannot predict with any certainty the amount of time necessary to obtain such FDA approval and whether any such approval will ultimately be granted. Preclinical and clinical trials may reveal that one or more product candidates are ineffective or unsafe, in which event further development of such product candidates could be seriously delayed or terminated. Moreover, obtaining approval for certain product candidates may require testing on human subjects of substances whose effects on humans are not fully understood or documented. Delays in obtaining

FDA or any other necessary regulatory approvals of any proposed drug and failure to receive such approvals would have an adverse effect on the drug’s potential commercial success and on our business, prospects, financial condition, and results of operations. In addition, it is possible that a proposed drug may be found to be ineffective or unsafe due to conditions or facts that arise after development has been completed and regulatory approvals have been obtained. In this event, we may be required to withdraw such proposed drug from the market. To the extent that our success will depend on any regulatory approvals from government authorities outside of the U.S. that perform roles similar to that of the FDA, uncertainties similar to those stated above will also exist.

Even if we are successful in developing our current and future product candidates into approved products, we will still experience many potential obstacles, which would affect our ability to successfully market and commercialize such approved products, such as the need to develop or obtain manufacturing, marketing and distribution capabilities, price pressures from third-party payors, or proposed changes in health care systems. If we are unable to successfully market and commercialize any of our products, our financial condition and results of operations may be materially and adversely affected.

We may never be successful in developing or commercializing our products, or we may be unable to do so at acceptable costs.

We are an early-stage company without any approved products. Our growth prospects and the future value of our company are dependent on the progress of our research and development programs and pre-clinical studies and clinical trials with respect to our product candidates. Drug development is a highly uncertain undertaking and carries significant scientific, financial and other risks.

We may encounter unforeseen difficulties, complications, delays, expenses, and other known and unknown factors. We may never be successful in developing or commercializing any of our product candidates or other programs, or we may be unable to do so at acceptable costs. There is a high rate of failure in pharmaceutical research and development. Even if we have promising preclinical or clinical candidates, their development could fail at any time. Our failure could be due to unexpected scientific, safety or efficacy issues with our product candidates and other programs, invalid hypotheses regarding product candidates we choose to pursue or unexpected delays in our research and development programs resulting from applying the wrong criteria or experimental systems and procedures to our programs or lack of experience or other factors, with the possible result that none of our product candidates or other programs result in the development of marketable products. Furthermore, we cannot reasonably estimate the actual amounts necessary to complete the development, regulatory approval process, and potential commercialization of our product candidates and any future product candidates we may identify. Because the value of our company is largely based on the prospects for our research and development programs and their potential to result in drugs and/or therapies capable of achieving marketing approval and generating future revenues, any failure, delay or setback for these programs will likely have a negative impact on the value of your investment.

Our product candidates may be subject to controlled substance laws and regulations in the jurisdictions in which the product will be marketed, and our business will be subject to extensive and complex governmental regulation. The cost of compliance with these laws and regulations may have an adverse effect on our business.

Psychedelics are regulated in many jurisdictions under controlled substances laws and regulations. In Canada, psilocybin and psilocin are classified as Schedule III drugs and ketamine as a Schedule I drug under the CDSA. In the United States, psilocybin and psilocin are classified as a Schedule I drug and ketamine is classified as a Schedule III drug under the CSA. Psilocybin, psilocin, and ketamine are subject to similar controlled substance legislation in other countries. All activities involving such substances by or on our behalf are conducted in accordance with applicable federal, provincial, state and local laws.

Individual states in the United States have also established controlled substance laws and regulations. Although state-controlled substances laws often mirror federal law, because the states are separate jurisdictions, they may separately schedule our future product candidates as well. State scheduling may delay commercial sale of any product for which we obtain federal regulatory approval and adverse scheduling could have a material adverse effect on the commercial attractiveness of such product. We or our partners must also obtain separate state registrations, permits or licenses in order to be able to obtain, handle, and distribute controlled substances for clinical trials or commercial sale, and failure to meet applicable regulatory requirements could lead to enforcement and sanctions by the states in addition to those from the DEA or otherwise arising under federal law.

Because our products may be controlled substances in the United States, to conduct clinical trials in the United States, each of our research sites must submit a research protocol to the DEA and obtain and maintain a DEA researcher registration that will allow those sites to handle and dispense our products and to obtain product from our importer. If the DEA delays or denies the grant of a research registration to one or more research sites, the clinical trial could be significantly delayed, and we could lose clinical trial sites. The importer for the clinical trials must also obtain an importer registration and an import permit for each import.

Clinical trials of our product candidates may fail to demonstrate substantial evidence of safety and efficacy to the satisfaction of regulatory authorities. If that were to happen, we would incur additional costs or experience delays in completing, or ultimately may be unable to complete, the development and commercialization of our product candidates.

The outcome of clinical testing is inherently uncertain. A failure of one or more of our clinical trials can occur at any time during the clinical trial process. The results of preclinical studies and early clinical trials of our product candidates may not be predictive of the results of later-stage clinical trials. There is a high failure rate for drugs proceeding through clinical trials, and product candidates in later stages of clinical trials may fail to show the required safety and efficacy despite having progressed through preclinical studies and initial clinical trials. In addition, the results of clinical trials may be open to differing interpretations. A number of companies in the pharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier clinical trials, and we cannot be certain that we will not face similar setbacks. Even if our clinical trials are completed, the results may not be sufficient to support obtaining regulatory approval for our product candidates. If our clinical trials are unsuccessful, we would incur additional costs or experience delays in completing, or ultimately may be unable to complete, the development and commercialization of our product candidates.

Negative results from clinical trials or studies conducted or published by others and adverse safety events related to our product candidates may have an adverse impact on our future commercialization efforts.

From time to time, studies or clinical trials on various aspects of biopharmaceutical products are conducted by academic researchers, competitors, or others. The results of these studies or trials, when published, may have a significant effect on the market for the biopharmaceutical product that is the subject of the study. The publication of negative results of studies or clinical trials or adverse safety events related to our product candidates or with respect to psychedelic drugs or drug candidates, could adversely affect our commercialization efforts and our ability to finance future development of our product candidates, and our business and financial results could be materially and adversely affected.

Research and development of drugs targeting the central nervous system are particularly difficult, which makes it difficult to predict and understand why such drugs have a positive effect on some patients but not others.

Discovery and development of new drugs targeting central nervous system disorders are particularly difficult and time-consuming, as evidenced by the higher failure rate for new drugs for central nervous system disorders compared with most other areas of drug discovery. Any setbacks in our clinical development could have a material adverse effect on our business and operating results. In addition, any later stage clinical trials may present challenges related to conducting adequate and well-controlled clinical trials, including designing an appropriate comparator arm in trials given the potential difficulties related to maintaining the blinding during the trial or placebo or nocebo effects. Due to the complexity of the human brain and central nervous system, it can be difficult to predict and understand why a drug may have a positive effect on some patients but not others and why some individuals may react to the drug differently from others. Moreover, if patients being treated in clinical trials have previously been treated with other drugs or therapies, the prior use of such drugs or therapies concurrently or up to two weeks prior to administration may interfere with the mechanism of action of, or response to, our therapies. Further, the size and heterogeneous nature of certain populations that we study may further result in different reactions and impact the effectiveness of our investigational therapies. All of these factors may make it difficult to assess the prior use or the overall efficacy of our therapies and ultimately could impact our ability to obtain regulatory approval.

Our product candidates may never receive the necessary regulatory approval.

Our development and commercialization activities and product candidates are significantly regulated by a number of governmental entities. Regulatory approvals are required prior to each clinical trial and we may fail to obtain the necessary approvals to commence or continue clinical testing. We must comply with regulations concerning the manufacture, testing, safety, effectiveness, labeling, documentation, advertising, and sale of products and product candidates and ultimately must obtain regulatory approval before we can commercialize a product candidate. The time required to obtain approval by such regulatory authorities is unpredictable but typically takes many years following the commencement of preclinical studies and clinical trials. Any analysis of data from clinical activities we perform is subject to confirmation and interpretation by regulatory authorities, which could delay, limit or prevent regulatory approval. Even if we believe results from our clinical trials are favorable to support the marketing of our product candidates, regulatory authorities may disagree. In addition, approval policies, regulations, or the type and amount of clinical data necessary to gain approval may change during the course of a product candidate’s clinical development and may vary among jurisdictions. We have not obtained regulatory approval for any product candidate and it is possible that none of our existing or future product candidates will ever obtain regulatory approval. We could fail to receive regulatory approval for our product candidates for many reasons, including, but not limited to:

•        disagreement with the design or implementation of our clinical trials;

•        failure to demonstrate that a product candidate is safe and effective for our proposed indication;

•        failure of clinical trials to meet the level of statistical significance required for approval;

•        failure to demonstrate that a product candidate’s clinical and other benefits outweigh the safety risks;

•        disagreement with our interpretation of data from preclinical studies or clinical trials;

•        the insufficiency of data collected from clinical trials of our product candidates to support the submission to obtain regulatory approval;

•        deficiencies in the manufacturing processes or the failure of facilities of third-party CMOs with whom we contract for clinical and commercial supplies to pass a pre-approval inspection; or

•        changes in the approval policies or regulations that render our preclinical and clinical data insufficient for approval.

A regulatory authority may require more information, including additional preclinical or clinical data, to support approval, which may delay or prevent approval of our commercialization plans, or we may decide to abandon the development program. If we were to obtain approval, regulatory authorities may approve any of our product candidates for fewer or more limited indications than we requested, may grant approval contingent on the performance of costly post-marketing clinical trials, or may approve a product candidate with a label that does not include the labeling claims necessary or desirable for the successful commercialization of that product candidate. Moreover, depending on whether any safety issues arise with respect to our product candidates that garner regulatory approval, regulatory authorities may impose a risk evaluation and mitigation strategy, thereby imposing certain restrictions on the sale and marketability of such products. Any of these developments could harm our business.

Regulatory approval processes for new drugs and therapies, which include clinical trials, are lengthy, expensive and inherently unpredictable. If preclinical studies or clinical trials of our product candidates fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or do not otherwise produce positive results, or if we experience other delays in clinical testing, we will be delayed in or may ultimately be unable to complete commercializing our product candidates, and our business may be substantially harmed.

Before obtaining marketing approval from regulatory authorities for the commercialization of our product candidates, we must conduct extensive clinical trials to demonstrate the safety and efficacy in humans of our product candidates. Clinical testing is expensive and difficult to design and implement, can take many years to complete and the outcomes are inherently uncertain. We do not know whether the clinical trials we may conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market any of our product candidates in any jurisdiction. A product candidate may fail for safety or efficacy reasons at any stage of the testing process. We cannot predict whether any clinical trials will begin as planned, will need to be restructured, or will be completed

on schedule, or at all. There is a risk that none of our product candidates under development will successfully gain market approval from the FDA or other regulatory authorities, resulting in us being unable to derive any commercial revenue from them after investing significant amounts of capital in their development.

Differences in trial design between early-stage clinical trials and later-stage clinical trials make it difficult to extrapolate the results of earlier clinical trials to later clinical trials. The outcome of preclinical studies and early clinical trials may not predict the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. A number of companies in the pharmaceutical and biopharmaceutical industries have suffered significant setbacks in advanced clinical trials due to lack of efficacy or unacceptable safety profiles, notwithstanding promising results in earlier trials. Moreover, clinical data often are susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in clinical trials have nonetheless failed to obtain marketing approval of their products.

Successful completion of clinical trials is a prerequisite to submitting an application to the FDA or a comparable foreign regulatory authority for each product candidate and, consequently, the ultimate approval and commercial marketing of that product candidate. We do not know whether any of our clinical trials will be completed on schedule, if at all.

We may experience delays in initiating or completing clinical trials. We also may experience numerous unforeseen events during, or as a result of, any future clinical trials that we could conduct that could delay or prevent our ability to receive marketing approval or commercialize our current product candidates or any future product candidates, including:

•        we may fail to reach agreement with regulatory authorities on trial design and other trial-related matters;

•        regulatory authorities may fail to grant permission to proceed or may place the clinical trial on hold, or otherwise impose delays on the clinical trial process;

•        we may experience delays in reaching, or fail to reach, agreement on acceptable terms with prospective trial sites and prospective CROs, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

•        clinical trials of any product candidates may fail to show safety, purity or potency, or produce negative or inconclusive results and we may decide, or regulators may require us, to conduct additional preclinical studies or clinical trials or we may decide to abandon product development programs;

•        changes to our manufacturing process may be necessary or desired;

•        we may experience manufacturing failures resulting in a less effective product candidate;

•        delays or failure to obtain clinical supply from any CMOs of our products necessary to conduct clinical trials;

•        the number of subjects required for clinical trials of any product candidates may be larger than we anticipate or enrollment in these clinical trials may be slower than we anticipate;

•        potential subjects may choose to participate in a competing clinical trial, or may choose an alternative treatment rather than participate in a clinical trial;

•        subjects may drop out of clinical trials at a higher rate than we anticipate due to dissatisfaction with the treatment, side effects, fatigue with the clinical trial process, death, or other reasons;

•        our third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all, or may deviate from the clinical trial protocol or drop out of the trial, which may require that we add new clinical trial sites or investigators;

•        we may elect to, or regulators or IRBs or ethics committees may require that we or our investigators, suspend, vary, or terminate clinical research or trials for various reasons, including noncompliance with regulatory requirements, resulting in suspension or termination of one or more sites or the imposition of a clinical hold on the entire study, a finding that the participants are being exposed to unacceptable health risks, or a failure of any of the CMOs working with us in the future to comply with GMP requirements;

•        the cost of clinical trials of any product candidates may be greater than we anticipate;

•        the supply or quality of our product candidates or other materials necessary to conduct clinical trials of our product candidates may be insufficient or inadequate to initiate or complete a given clinical trial;

•        our product candidates may have serious or unexpected toxicities, undesirable side effects or other unexpected characteristics or safety issues such as drug interactions, causing us or our investigators, regulators, IRBs or ethics committees to suspend or terminate the trials, or reports from clinical testing of other therapies may raise safety or efficacy concerns about our product candidates;

•        participating clinicians may have competing clinical trials and scheduling conflicts;

•        clinical investigators may not perform our clinical trials on their anticipated schedule, may drop out of a trial, or may employ methods not consistent with the clinical trial protocol or regulatory requirements, or other third parties may not perform data collection and analysis in a timely or accurate manner; and

•        the FDA or a comparable foreign regulatory authority may require us to submit additional data such as long-term toxicology studies, or impose other requirements before permitting us to initiate a clinical trial.

We also could encounter delays if a clinical trial is suspended or terminated by us, the IRBs or ethics committees of the institutions in which such trials are being conducted, or the FDA or a comparable foreign regulatory authority, or recommended for suspension or termination by the Data Safety Monitoring Board or any foreign equivalent for such trial. A suspension or termination may be imposed by the FDA or a comparable foreign regulatory authority due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a product or treatment, failure to establish or achieve clinically meaningful trial endpoints, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. Many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials also may ultimately lead to the denial of regulatory approval of our product candidates. Further, the FDA or a comparable foreign regulatory authority may disagree with our clinical trial design and our interpretation of data from clinical trials, or may change the requirements for approval even after they have reviewed and commented on the design for our clinical trials.

Our product development costs will increase if we experience delays in clinical testing or marketing approvals. We do not know whether any of our clinical trials will need to be restructured or will be completed on schedule, or at all. Significant clinical trial delays also could shorten any periods during which we may have the exclusive right to commercialize our product candidates and may allow our competitors to bring products to market before we do, potentially impairing our ability to successfully commercialize our product candidates and harming our business and results of operations. Any delays in our clinical development programs may adversely affect our business, results of operations and financial condition.

We rely on, and will continue to rely on, third parties to plan, conduct and monitor our preclinical studies and clinical trials, and their failure to perform as required could cause substantial harm to our business.

We rely on third parties to conduct a portion of future preclinical and clinical development activities. Preclinical activities may include in vivo studies providing access to specific disease models, pharmacology and toxicology studies, and assay development. Clinical development activities may include trial design, regulatory submissions, clinical patient recruitment, clinical trial monitoring, clinical data management and analysis, safety monitoring, and project management.

Additionally, we expect to utilize and depend upon independent investigators and collaborators, such as medical institutions, CROs, CDMOs, and strategic partners to conduct our preclinical studies under agreements with us and in connection with our clinical trials. We expect to have to negotiate budgets and contracts with CROs, trial sites, and CDMOs, which may result in delays to our development timelines and increase costs. We will rely heavily on these third parties over the course of our clinical trials, and we control only certain aspects of their activities. As a result, we have less direct control over the conduct, timing, and completion of these clinical trials and the management of data developed through clinical trials than would be the case if we were relying entirely upon our own staff. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with applicable protocol, legal, and regulatory requirements and scientific standards and our reliance on third parties does not relieve us of our regulatory

responsibilities. We and these third parties are required to comply with GCPs, which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities for product candidates in clinical development. Regulatory authorities enforce these GCPs through periodic inspections of trial sponsors, principal investigators, and trial sites. If we or any of these third parties fail to comply with applicable GCP regulations, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. We cannot assure you that, upon inspection, such regulatory authorities will determine that any of our clinical trials comply with the GCP regulations. Our failure or any failure by these third parties to comply with these regulations or to recruit a sufficient number of patients may require us to repeat clinical trials, which would delay the regulatory approval process. Moreover, our business may be implicated if any of these third parties violates federal or state/provincial fraud and abuse or false claims laws and regulations or healthcare privacy and security laws.

Any third parties conducting our clinical trials are not and will not be our employees and, except for remedies available to us under our agreements with such third parties, we cannot control whether or not they devote sufficient time and resources to our product candidates. These third parties may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting clinical trials or other drug development activities, which could affect their performance on our behalf. If there is any dispute or disruption in our relationship with third parties, if these third parties fail to perform as expected or if their work fails to meet regulatory requirements, our development activities could be delayed, cancelled, or rendered ineffective.

The process of drug development activities is dependent on a number of factors, and any unforeseen disruption could negatively impact our ability to make regulatory submissions, initiate nonclinical or clinical studies, or meet other development milestones.

The progress of drug development activities, including the supply of investigational material, is complex and lengthy. The activities undertaken before a new pharmaceutical product may be marketed in the United States generally include, but are not limited to, preclinical studies; submission to the FDA of an Investigational New Drug application, or IND, which must become active before the investigational drug may be shipped to clinical investigators in many states and before human clinical trials may commence; adequate and well-controlled human clinical trials to establish the safety and efficacy of the product; submission to the FDA of a New Drug Application, or NDA; acceptance for filing of the NDA by FDA; satisfactory completion of an FDA pre-approval inspection of the clinical trial sites and manufacturing facility or facilities at which both the active ingredients and finished drug product are produced to assess compliance with, among other things, patient informed consent requirements, the clinical trial protocols, GCP, and FDA review and approval of the NDA prior to any commercial sale and distribution of the product in the U.S.

The success of the drug development process is dependent on a number of factors, including but not limited to: availability of starting materials, solvents, reagents, excipients, manufacturing components, container closure systems, labels, fillers and other supplies; identification of qualified vendors to perform manufacturing and analytical activities under current GMPs; qualification of such vendors under our quality management systems; availability of manufacturing and analytical facilities, personnel and documentation to facilitate completion of manufacturing and analytical activities under current GMPs; analysis of investigational materials under current GMPs; and the stability of investigational material, which is subject to change over time. Lack of availability of required components, or disruption or changes in schedules, or any other unforeseen disruption, including those that are outside of our control, of one or more of these dependencies could result in delays or failures in manufacturing campaigns. As a result, any such disruptions could negatively impact our ability to make regulatory submissions, initiate nonclinical or clinical studies, or meet other development milestones, all of which could negatively affect our operating results and business.

We manufacture psychedelic products in-house. If our products are subject to contamination, quality control, cost or delivery issues, our business operations and reputation could suffer significant harm.

We manufacture our product candidates for preclinical studies and clinical trials. We conduct manufacturing, filling, packaging, storing and shipping of drug products in compliance with current GMP regulations applicable to our products. The FDA and similar regulatory authorities in other countries ensure the quality of drug products by carefully monitoring drug manufacturers’ compliance with GMP regulations. The GMP regulations for drugs contain minimum requirements for the methods, facilities and controls used in manufacturing, processing and packing of a drug product. If we are unable to meet these requirements, or if we are unable to arrange for alternative third-party manufacturing sources on commercially reasonable terms, or in a timely manner, we may experience delays in the

development of our product candidates. Further, any CMOs working with us in the future must operate in compliance with GMP. Failure to do so could result in, among other things, the disruption of product supplies. If we use third parties for the manufacturing of our products, it may adversely affect our profit margins and our ability to develop and deliver products on a timely and competitive basis.

We require commercial scale and quality manufactured products to be available for pivotal or registration clinical trials. If we do not have commercial grade supplies when needed, we may face delays in initiating or completing pivotal trials and our business operations could suffer significant harm.

To date, our product has been manufactured at bench and pilot scale at our in-house manufacturing facilities. In order to commercialize our product, we need to manufacture commercial quality supplies for use in clinical trials. The manufacturing of commercial quality drug products has long lead times, is very expensive and requires significant efforts including, but not limited to, scale-up of production to anticipated commercial scale, process characterization and validation, analytical method validation, identification of critical process parameters and product quality attributes, and multiple process performance and validation runs. If we do not have commercial drug supply available when needed for pivotal clinical trials, our regulatory and commercial progress may be delayed, and the product development costs we incur may be increased. This may have a material adverse effect on our business, financial condition and prospects, and may delay marketing of the product.

The results of future clinical research may be unfavorable to psychedelic medicines, which may have a material adverse effect on the demand for our products.

The psychedelic drug industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of the psychedelic medicinal applications. Consumer perception can be significantly influenced by scientific research or findings regarding the consumption of psychedelic products. There can be no assurance that future scientific research or findings will be favorable to the market or any particular product, or consistent with earlier research or findings. Research in Canada, the United States, and internationally regarding the medical benefits, viability, safety, efficacy, and dosing of psychedelic drugs remains in early stages. There have been relatively few clinical trials on the benefits of psychedelic medicines. Although we believe that various articles, reports, and studies support our beliefs regarding the medical benefits, viability, safety, efficacy, and dosing of psychedelic medicines, future research and clinical trials may prove such statements to be incorrect or could raise concerns regarding psychedelic medicines. Future research studies and clinical trials may draw opposing conclusions to those stated in this proxy statement/prospectus or reach negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing, or other facts related to psychedelic medicinal applications, which could have a material adverse effect on the demand for our products, and therefore on our business, prospects, revenue, results of operation, and financial condition.

Serious adverse events or other safety risks could require us to abandon development and preclude, delay or limit approval of our current or future product candidates, limit the scope of any approved label or market acceptance, or cause the recall or loss of marketing approval of products that are already marketed.

Before obtaining marketing approval from regulatory authorities for the sale of our product candidates, we must conduct extensive clinical trials to demonstrate the safety and efficacy in humans of our product candidates. Setbacks could occur, notwithstanding promising results in earlier trials. We do not know whether the clinical trials we may conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market any of our product candidates in any jurisdiction. A product candidate may fail for safety or efficacy reasons at any stage of the testing process. If any of our current or future product candidates, prior to or after any approval for commercial sale, causes serious or unexpected side effects, or are associated with other safety risks such as misuse, abuse or diversion, a number of potentially significant negative consequences could result, including:

•        regulatory authorities may interrupt, delay or halt clinical trials;

•        regulatory authorities may deny regulatory approval of future product candidates;

•        regulatory authorities may require certain labeling statements, such as warnings or contraindications or limitations on the indications for use, and/or impose restrictions on distribution;

•        regulatory authorities may withdraw their approval, require more onerous labeling statements, or require us to recall any product that is approved;

•        we may be required to change the way the product is administered or conduct additional clinical trials;

•        our relationships with collaboration partners may suffer;

•        we could be sued and held liable for harm caused to patients; or

•        our reputation could suffer.

Any of these events could prevent us from achieving or maintaining market approval from the FDA or other regulatory authorities, and could significantly harm our business, financial condition, results of operations, and prospects.

We may voluntarily suspend or terminate a clinical trial if at any time it is believed that any of our product candidates presents an unacceptable risk to participants, if preliminary data demonstrates that the product candidate is unlikely to receive regulatory approval or unlikely to be successfully commercialized, or if sufficient funds to proceed to the next phases of clinical trials are not raised.

After obtaining the requisite regulatory authorizations to commence or advance clinical trials, we may voluntarily suspend or terminate any clinical trial for any number of reasons, including if we believe that a product candidate’s use, or a person’s exposure to such product candidate, may cause adverse health consequences or death. In addition, regulatory agencies may at any time recommend the temporary or permanent discontinuation of a clinical trial or request that we cease using investigators in the clinical trial if the agency believes that a clinical trial is not being conducted in accordance with applicable regulatory requirements, or that it presents an unacceptable safety risk to participants. If we elect or are forced to suspend or terminate a clinical trial of any of our product candidates, the commercial prospects for that product will be harmed and our ability to generate product revenue from such product candidate may be delayed or eliminated. Furthermore, any of these events may result in labeling statements such as warnings or contraindications. In addition, such events or labeling could prevent us or our partners from achieving or maintaining market acceptance of the affected product candidate and could substantially increase the costs of commercializing our future product candidates and impair our ability to generate revenue from the commercialization of these product candidates.

The clinical trial is divided into stages and progression of each stage is dependent on governmental approval to proceed to the next stage. Accordingly, if we believe that we do not have sufficient funds to progress with the next phases of the clinical trials, or for any other reason, we are entitled to exercise this discretion in accordance with applicable laws and regulatory compliance and approvals, taking patient risk and safety into account.

If we have difficulty enrolling patients in clinical trials, the completion of the trials may be delayed or cancelled.

As our product candidates advance from preclinical testing to clinical testing, and then through progressively larger and more complex clinical trials, we will need to enroll an increasing number of patients that meet the eligibility criteria for those trials. There is significant competition for recruiting patients in clinical trials, and we may be unable to enroll the patients we need to complete clinical trials on a timely basis or at all. The factors that affect our ability to enroll patients are largely uncontrollable and include, but are not limited to, the following:

•        size and nature of the patient population;

•        eligibility and exclusion criteria for the trial;

•        design of the study protocol;

•        competition with other companies for clinical sites or patients;

•        perceived risks and benefits of the product candidate under study;

•        patient referral practices of physicians; and

•        the number, availability, location and accessibility of clinical trial sites.

As a result of the foregoing factors, we may have difficulty enrolling or maintaining the enrollment of patients in any clinical trials conducted for our products, which may result in the delay or cancellation of such trials. The delay or cancellation of any clinical trials could shorten any periods during which we may have the exclusive right to

commercialize our product candidates or allow our competitors to bring products to market before us, which would impair our ability to successfully commercialize our product candidates and may harm our financial condition, results of operations, and prospects.

We will depend on enrollment of patients in our clinical trials for our product candidates. If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.

Identifying and qualifying patients to participate in clinical trials of our product candidates will be critical to our success. We may experience difficulties in patient enrollment in our clinical trials for a variety of reasons. The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients who remain in the study until its conclusion. The enrollment of patients depends on many factors, including:

•        the patient eligibility criteria defined in the protocol;

•        the number of patients with the disease or condition being studied;

•        the perceived risks and benefits of the product candidate in the trial;

•        clinicians’ and patients’ perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating or drugs that may be used off-label for these indications;

•        the size and nature of the patient population required for analysis of the trial’s primary and secondary endpoints;

•        the proximity of patients to study sites;

•        the design of the clinical trial;

•        our ability to recruit clinical trial investigators with the appropriate competencies and experience;

•        competing clinical trials for similar therapies or other new therapeutics not involving psychedelic therapies;

•        our ability to obtain and maintain patient consents;

•        disruptions to health care systems caused by the coronavirus pandemic or outbreaks of other infections or other public health factors; and

•        the risk that patients enrolled in clinical trials will drop out of the clinical trials before completion of their treatment.

Moreover, because psychedelic drugs are relatively novel, potential study participants and their doctors may be inclined to use conventional therapies, such as pure psychotherapy, rather than participate in our clinical trials.

Delays in patient enrollment may result in increased costs or may affect the timing or outcome of the planned clinical trials, which could prevent completion of these clinical trials and adversely affect our ability to advance the development of our product candidates. In addition, many of the factors that may lead to a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates.

We may not be successful in achieving market acceptance of our products by healthcare professionals, patients and/or third-party payors.

Even if any of the product candidates we develop receives marketing approval, they may nonetheless fail to gain sufficient market acceptance by physicians, patients, third-party payors, such as Medicare and Medicaid programs and managed care organizations in the United States, and others in the medical community. In addition, the availability of coverage by third-party payors may be affected by existing and future healthcare reform measures designed to reduce the cost of healthcare. If the product candidates we develop do not achieve an adequate level of acceptance, we may not generate significant product revenues and we may not become profitable.

•        The degree of market acceptance of any product candidate, if approved for commercial sale, will depend on a number of factors, including:

•        efficacy and potential advantages compared to alternative treatments;

•        the ability to offer our products, if approved, for sale at competitive prices;

•        relative convenience and ease of administration compared to alternative treatments;

•        perceptions by the medical community, physicians, and patients, regarding the safety and effectiveness of our products and the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;

•        the size of the market for such product candidate, based on the size of the patient subsets that we are targeting, in the territories for which we gain regulatory approval;

•        the recommendations with respect to our product candidates in guidelines published by various scientific organizations applicable to us and our product candidates;

•        the strength of sales, marketing and distribution support;

•        the timing of any such marketing approval in relation to other product approvals;

•        any restrictions on concomitant use of other medications;

•        support from patient advocacy groups;

•        media coverage regarding psychedelic substances;

•        the ability to obtain sufficient third-party coverage and adequate reimbursement; and

•        the prevalence and severity of any side effects.

If government and other third-party payors do not provide coverage and adequate reimbursement levels for any products we commercialize, market acceptance and commercial success would be reduced.

We may not achieve our publicly announced milestones according to schedule or at all.

From time to time, we may publicly announce the timing of certain events we expect to occur, such as the anticipated timing of results from our clinical trials. These statements are forward-looking and are based on the best estimates of management at the time relating to the occurrence of such events. However, the actual timing of such events may differ from what has been publicly disclosed. The timing of events such as initiation or completion of a clinical trial, filing of an application to obtain regulatory approval, or announcement of additional clinical trials for a product candidate may ultimately vary from what is publicly disclosed. These variations in timing may occur as a result of different events, including the nature of the results obtained during a clinical trial or during a research phase, the timing of the completion of clinical trials, or problems with any other event that will delay the publicly announced timeline. We undertake no obligation to update or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. Any variation in the timing of previously announced milestones could have a material adverse effect on our business plan, financial condition or operating results and the trading price of TopCo Common Shares.

The successful commercialization of our product candidates in the United States will depend in part on the extent to which third-party payors, including governmental authorities and private health insurers, provide coverage and adequate reimbursement levels, as well as implement pricing policies favorable for our product candidates. Failure to obtain or maintain coverage and adequate reimbursement for our product candidates, if approved, could limit our ability to market those products and decrease our ability to generate revenue.

Significant uncertainty exists as to the coverage and reimbursement status of any products for which we may obtain regulatory approval. In the United States and in other countries, patients who are provided medical treatment for their conditions generally rely on third-party payors to reimburse all or part of the costs associated with their treatment. The availability of coverage and adequacy of reimbursement for our products by third-party payors, including government healthcare programs (e.g., Medicare, Medicaid, TRICARE), managed care providers, private

health insurers, health maintenance organizations and other organizations is essential for most patients to be able to afford medical services and biopharmaceutical products such as our product candidates. Third-party payors decide which medications they will pay for and establish reimbursement levels.

In the United States, the principal decisions about reimbursement for new medicines are typically made by the Centers for Medicare & Medicaid Services, or CMS, an agency within the U.S. Department of Health and Human Services, or HHS. CMS decides whether and to what extent our products will be covered and reimbursed under Medicare and private payors tend to follow CMS to a substantial degree. Factors payors consider in determining reimbursement are based on whether the product is:

•        a covered benefit under its health plan;

•        safe, effective and medically necessary;

•        appropriate for the specific patient;

•        cost-effective; and

•        neither experimental nor investigational.

Our ability to successfully commercialize our product candidates will depend in part on the extent to which coverage and adequate reimbursement for our products and related treatments will be available from third-party payors. Moreover, a payor’s decision to provide coverage for a product does not imply that an adequate reimbursement rate will be approved. If coverage and adequate reimbursement is not available, or is available only to limited levels, we may not be able to successfully commercialize our product candidates. Even if coverage is provided, the approved reimbursement amount may not be high enough to allow us to establish or maintain pricing sufficient to realize a sufficient return on our investment.

In the United States, no uniform policy for coverage and reimbursement for products exists among third-party payors. Therefore, coverage and reimbursement for our products can differ significantly from payor to payor. The process for determining whether a payor will provide coverage for a product may be separate from the process for setting the reimbursement rate that the payor will pay for the product. One payor’s determination to provide coverage for a product does not assure that other payors will also provide coverage and reimbursement for the product. Third-party payors may also limit coverage to specific products on an approved list, or formulary, which might not include all of the FDA-approved products for a particular indication. We cannot be sure that coverage and reimbursement will be available for, or accurately estimate the potential revenue from, our product candidates.

A decision by a third-party payor not to cover or not to separately reimburse for our medical products or therapies using our products could reduce physician utilization of our products once approved. Assuming there is coverage for our product candidates, or therapies using our product candidates by a third-party payor, the resulting reimbursement payment rates may not be adequate or may require co-payments that patients find unacceptably high. We cannot be sure that coverage and reimbursement in the United States will be available for our current or future product candidates, or for any procedures using such product candidates, and any reimbursement that may become available may not be adequate or may be decreased or eliminated in the future.

Further, increasing efforts by third-party payors in the United States and abroad to cap or reduce healthcare costs may cause such organizations to limit both coverage and the level of reimbursement for newly approved products and, as a result, they may not cover or provide adequate payment for our product candidates. In order to secure coverage and reimbursement for any product that might be approved for sale, we may need to conduct expensive pharmacoeconomic studies in order to demonstrate the medical necessity and cost effectiveness of our products, in addition to the costs required to obtain FDA or other comparable foreign regulatory approvals. Additionally, we may also need to provide discounts to purchasers, private health plans or government healthcare programs. Our product candidates may nonetheless not be considered medically necessary or cost-effective. If third-party payors do not consider a product to be cost-effective compared to other available therapies, they may not cover the product after approval as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow a company to sell its products at a profit. We expect to experience pricing pressures from third-party payors in connection with the potential sale of any of our product candidates.

We face the risk of product liability claims, whether or not meritorious, and product recalls, either of which could result in expensive and time-consuming litigation, payment of substantial damages and fines and/or an increase in our insurance rates.

Our business of manufacturing and marketing psychedelic medicines exposes us to the risk of product liability claims alleging that use of our product candidates caused an injury or harm. These claims can arise at any point in the development, testing, manufacturing, marketing or sale of our product candidates and may be made directly by patients involved in clinical trials of our product candidates, by consumers or healthcare providers, or by individuals, organizations, or companies selling our products. The risk of claims may also increase if our products are subject to a product recall or seizure. Product liability claims can be expensive to defend, even if the product or product candidate did not actually cause the alleged injury or harm, and can divert management’s attention or result in adverse publicity, which could result in the withdrawal of, or inability to recruit, clinical trial volunteers or result in reduced acceptance of our products in the market.

Insurance covering product liability claims becomes increasingly expensive as a product candidate moves through the development pipeline to commercialization. We currently maintain clinical trial liability insurance coverage. However, there can be no assurance that such insurance coverage is or will continue to be adequate or available to us at an acceptable cost or at all. Our insurance coverage may also be subject to deductibles and coverage limitations. We may choose or find it necessary under our collaborative agreements to increase our insurance coverage in the future. We may not be able to secure greater or broader product liability insurance coverage on acceptable terms or at reasonable costs when needed. Any liability for damages resulting from a product liability claim could exceed the amount of our coverage, require us to pay a substantial monetary award from our own cash resources and have a material adverse effect on our business, financial condition and results of operations. Moreover, a product recall, if required, could generate substantial negative publicity about our products and business, inhibit or prevent commercialization of other products and product candidates, or negatively impact existing or future collaborations.

Adverse publicity or a negative public perception about psychedelic medicines, including as a result of adverse results of future clinical research, may harm our business.

The psychedelic drug industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of the psychedelic medicinal applications. Our ability to establish and grow our business is dependent on the success of the emerging market for psychedelics-based medicines, which will depend upon, among other matters, pronounced and rapidly changing public preferences, which are difficult to predict and over which we have little, if any, control. Consumer perception can be significantly influenced by scientific research or findings regarding the consumption of psychedelic products, but there is no guarantee that future scientific research, publicity, regulations, medical opinion, and public opinion relating to psychedelic medicine will be favorable to the market or any particular product, or consistent with earlier research or findings. Moreover, even if future scientific research, publicity, regulations, and medical opinions relating to psychedelic medicine are all favorable, there can be no assurance that such research or findings will be effective in convincing a sufficient portion of the population that psychedelics-based therapies are safe and effective. Conversely, adverse publicity about psychedelics-inspired drugs or therapies may discourage consumers from buying psychedelic drugs and therapies, which would have an adverse effect on our business and financial condition.

Medicines and therapies containing controlled substances may generate public controversy. The public may associate such medicines and therapies and other products with illegal recreational drugs, which are prohibited or controlled substances that could be associated with risks to health, safety and are potentially addictive. Political and social pressures and adverse publicity could lead to delays in approval of, and increased expenses for, our product candidates. Opponents of these drugs and therapies may seek restrictions on marketing and withdrawal of any regulatory approvals. In addition, these opponents may seek to generate negative publicity in an effort to persuade the medical community to reject these drugs and therapies. Anti-psychedelic protests have historically occurred and may occur in the future and generate media coverage. Political pressures and adverse publicity could lead to delays in, and increased expenses for, and limit or restrict the introduction and marketing of, psychedelics-inspired product candidates.

Even if our products conform to international safety and quality standards, sales could be adversely affected if the public loses confidence in the safety, efficacy, and quality of psychedelics-inspired products, due to adverse events reported in clinical trials or otherwise. Research in Canada, the U.S. and internationally regarding the medical benefits, viability, safety, efficacy, and dosing of psychedelic drugs remains in early stages. There have been relatively

few clinical trials on the benefits. Although we believe that various articles, reports, and studies support our beliefs regarding the medical benefits, viability, safety, efficacy, and dosing of psychedelic inspired medicines, future research and clinical trials may prove such statements to be incorrect or could raise concerns. Future research studies and clinical trials may draw opposing conclusions to those stated in this proxy statement/prospectus or reach negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing, or other facts related to psychedelic medicinal applications. Negative public perceptions could cause the market for such products to shrink and may compel regulators to impose stringent requirements on the development of any such products. If such events were to occur, fewer academic institutions and biopharmaceutical companies may seek to conduct research on, develop and commercialize psychedelic products.

The psychedelics market will face specific marketing challenges given the products’ status as a controlled substance, which resulted in past and current public perception that the products have negative health and lifestyle effects and have the potential to cause physical and social harm due to psychoactive and potentially addictive effects. Any marketing efforts we or our clients may undertake would need to overcome this perception to build consumer confidence, brand recognition, and goodwill, or else our business will suffer.

Risks Related to Government Regulation

The laws and regulations that are generally applicable to psychedelic medicines, or to research involving psilocybin or psilocin, in Canada, the United States, or elsewhere may change in ways currently unforeseen that could have a negative impact on our product candidates and business.

The laws and regulations surrounding psychedelic medicines are evolving, and their interpretation and enforcement in the future may involve uncertainties. Any amendment to or replacement of existing laws or regulations or any change in the ways these laws or regulations are interpreted or enforced, including the classification or reclassification of the substances we are developing or working with, are matters beyond our control and may cause our business, financial condition, results of operations and prospects to be adversely affected or may cause us to incur significant costs in complying with such changes, or we may not be able to comply with such changes at all. The loss of the necessary licenses and permits as a result of changes in laws and regulations could also have an adverse effect on our operations.

Our business plan depends on the occurrence of regulatory changes that may benefit psychedelic medicines and on determinations by Canadian and U.S. regulators that are favorable to psychedelic medicines, and there can be no assurance that such changes or determinations will occur.

The strict regulatory environment that governs psychedelic medicines could severely limit our market opportunities both in Canada and the United States. Because psychedelic medicines are restricted drugs on the Schedule to Part J of the Canadian Food and Drug Regulations, their sale in Canada will be authorized only for the purposes of clinical testing in an “institution” for the purpose of determining the hazards and efficacy of the drug, and for laboratory research in the institution by qualified investigators. Sale of our product candidates in Canada for commercial purposes will be prohibited unless and until the substances we produce are removed from Part J of the Food and Drug Regulations. This regulatory change may never happen, or it may not happen in time for our business to benefit from the change. Under the Food and Drug Regulations, “institution” is defined as any institution engaged in research on drugs and includes a hospital, a university in Canada or a department or agency of the Canadian government. While we believe that Health Canada is likely to interpret this definition broadly to allow sales to private biopharmaceutical companies conducting research in this space, there remains a risk that Health Canada may take a more restrictive view of which facilities qualify as “institutions” under the law. A restrictive interpretation would limit our potential customers in Canada, even for clinical testing and laboratory research purposes.

In the United States, where psychedelic substances are currently listed on Schedule I of the CSA, the DEA will only approve an import permit for our potential U.S. clients if U.S. domestic supply of the substance is found to be inadequate for scientific studies, or if competition among domestic manufacturers of the substance is inadequate for medical or scientific needs and will not be rendered adequate by the registration of additional U.S. domestic manufacturers. If U.S. manufacturers begin to produce the same psychedelic products that we produce, and if the DEA determines that U.S. domestic supply or competition is adequate, we may not be able to export to U.S. customers at all. Our ability to sell our products on a commercial scale in the United States also depends on the substances being rescheduled to a schedule that permits their use for commercial manufacture, as Schedule I substances can only be used for research purposes. Even

if the substances we produce are rescheduled to Schedule II, however, their use will still entail significant restrictions that may severely limit our market potential in the United States. In order to sell our products in the United States, it is possible that we will have to establish a U.S. manufacturing facility, which would be costly and time-consuming. All of the above are unknown variables and contingencies that affect our ability to commercialize our products in Canada and the United States, and could adversely affect our business, operations, and financial condition.

Violations of applicable controlled substances laws and regulations could lead to federal, state, or provincial government enforcement actions, including civil or criminal penalties, private litigation, and adverse publicity.

While we are focused on psychedelic compounds, we do not have any direct or indirect involvement with the illegal selling, production, or distribution of any substances in the jurisdictions in which we operate and do not intend to have any such involvement. However, a violation of any applicable laws or regulations in the jurisdictions in which we operate could result in significant fines, penalties, criminal charges, administrative sanctions, convictions, loss of licenses, or settlements arising from criminal or civil proceedings initiated by government entities in the jurisdictions in which we operate, or civil proceedings initiated by private citizens.

We are required to obtain and maintain government licenses, and the failure to do so could harm our business.

Our operations require us to obtain licenses, and, in some cases, renewals of existing licenses as well as the issuance of permits by certain government authorities. We believe that we currently hold or have applied for all necessary licenses and permits to carry on the activities which we are currently conducting under applicable laws and regulations, and we believe that we are complying in all material respects with the terms of such licenses and permits. In addition, we will apply for, as the need arises, all necessary licenses and permits to carry on the activities we expect to conduct in the future. However, our ability to obtain, sustain or renew any such licenses and permits on acceptable terms is subject to changes in regulations and policies and may also be subject the discretion of the applicable authorities or other governmental agencies in foreign jurisdictions. Our ability to operate and conduct research regarding psychedelic substances is dependent on our ability to obtain licenses from government authorities. As a result, the failure of any governmental authority to issue or renew such licenses or permits upon acceptable terms, would have a material adverse impact on us. Licenses, once issued, are subject to ongoing compliance and reporting requirements. Failure to comply with the requirements would have a material adverse impact on our business, financial condition and operating results. There is no assurance that we will be able to obtain all necessary licenses and permits that we require to conduct our operations. To the extent such permits and approvals are required and not obtained, we may be prevented from operating and/or expanding our business, which could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to apply for a drug establishment license or produce approved drugs until further research and regulatory approval are complete.

We operate a facility that complies with GMP standards. Health Canada and the FDA require compliance with GMP standards in order for businesses to produce drug candidates for human trials or to manufacture approved drugs for sale to patients. We currently produce drug candidates for human trials (one trial authorized by the FDA and two trials authorized by Health Canada). Although we believe that we meet or exceed GMP standards, there are no approved drugs derived from natural psilocybin or psilocin at this time. Health Canada will not allow us to apply for or obtain a drug establishment license except in connection with the production of approved drugs. We will not be able to proceed with the production of approved drugs for sale to patients until clinical trials are successful and we obtain approval from relevant government authorities (including a drug establishment license).

We could become the subject of governmental investigations, claims, and litigation.

The research and development, studying, manufacturing, packaging, labeling, advertising and distribution of our planned product candidates are subject to regulation by one or more governmental authorities and various agencies of the federal, provincial, state and localities in which we intend to commercialize our products. These governmental authorities may attempt to regulate any of our products that fall within their jurisdiction.

Healthcare companies may be subject to numerous investigations and inquiries by various governmental agencies. Failure to comply with any applicable regulatory requirements, relating to psychedelic drugs or otherwise, may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines, and criminal prosecutions.

Governmental authorities may not accept the evidence of safety for any ingredients that we may want to market, may determine that a particular product or product ingredient presents an unacceptable health risk and may determine that a particular statement of nutritional support that we want to use is an unacceptable claim. Such a determination would prevent us from marketing particular products or using certain statements of nutritional support on our products. In addition, governmental authorities could require us to remove a particular product from the market. Additionally, advertising and labeling laws are often enforced by governmental officials, and any action based on potentially misleading or deceptive advertising is often followed by costly class-action complaints under consumer-protection laws. Further, under the False Claims Act, private parties have the right to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions. Depending upon whether the underlying conduct alleged in such inquiries or investigations could be considered systemic, any resolution of any such investigations could have a material, adverse effect on our financial position and results of operations.