Jupiter Acquisition : Material Event - Form 8-K

Item 8.01. Other Events.

First Amendment to Business Combination Agreement

As previously disclosed, on July 18, 2023, Jupiter Acquisition Corporation, a Delaware corporation ("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"), entered into a business combination agreement (the "Original Business Combination Agreement"), which provides for a proposed business combination through a series of related transactions (collectively, the "Proposed Business Combination").

On December 5, 2023, Jupiter, TopCo, Merger Sub and Filament entered into the First Amendment to Business Combination Agreement (the "First Amendment") to provide for certain convertible notes to be issued by Filament pursuant to its announced Securities Purchase Agreement with Helena Global Investment Opportunities 1 Ltd., an affiliate of Helena Partners Inc. Except as expressly amended by the First Amendment, the terms of the Original Business Combination Agreement remain in full force and effect.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

Adjournment of Business Combination Special Meeting

On December 12, 2023, Jupiter reconvened and then adjourned, without conducting any business, the special meeting of stockholders of Jupiter (the "Business Combination Special Meeting") scheduled to reconvene on Tuesday, December 12, 2023, at 12:00 p.m. Eastern Time, until Monday, December 18, 2023, at 12:00 p.m. Eastern Time, to be held as a completely virtual meeting conducted via live webcast, which will be available at https://www.cstproxy.com/jupiteracquisitioncorp/sm2023. At the Business Combination Special Meeting, once further reconvened, stockholders of Jupiter will be asked to vote on the proposals described in the definitive proxy statement/prospectus filed by Jupiter with the U.S. Securities and Exchange Commission (the "SEC") on November 13, 2023 (as further amended or supplemented, the "definitive proxy statement/prospectus"), relating to the Proposed Business Combination.

If you properly submitted public shares for redemption in connection with the Business Combination Special Meeting, such shares will be redeemed if Jupiter implements the proposed extension of time to complete an initial business combination in connection with the separate special meeting of stockholders of Jupiter (the "Extension Special Meeting") scheduled to be held on Thursday, December 14, 2023 at 12:00 p.m. Eastern Time. If you do not wish to have such public shares redeemed or wish to redeem in connection with the Business Combination Special Meeting but not the Extension Special Meeting, you must contact Jupiter's transfer agent prior to the Extension Special Meeting. Information about the procedures for redemption or withdrawing redemptions is included in the definitive proxy statement/prospectus, which is available without charge on the SEC's website at https://www.sec.gov.

In connection with the adjournment of the Business Combination Special Meeting, Jupiter is extending the deadline for public stockholders to exercise their redemption rights in connection with the Business Combination Special Meeting, or to withdraw any previously delivered demand for redemption in connection with the Business Combination Special Meeting received after the Extension Special Meeting, to 5:00 p.m. Eastern Time on Thursday, December 14, 2023 (two business days before the current date of the Business Combination Special Meeting).