Jupiter Acquisition terminates Filament Health deal, will redeem public shares at ~$10.34 and liquidate

Jupiter Acquisition Corp

Terminated business combination agreement with Filament Health Corp. mutually on Dec 19, 2023.
Public shares to be redeemed at ~$10.34 per share; redemption effective Dec 26, 2023.
Warrants will expire worthless; no redemption rights for warrant holders.
Last trading day on Nasdaq expected on Dec 26, 2023; then delisting and deregistration.
Board set termination date Dec 19; company will cease operations and dissolve.

item 1.01 item 1.02 item 5.03 item 5.07 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Jupiter Acquisition Corp: Amended certificate of incorporation to extend deadline for business combination from December 17, 2023 to June 30, 2024 (effective 2023-12-15).

Change: charter amendment
Effective: 2023-12-15

Exact text from the filing

On December 15, 2023, Jupiter filed the Charter Amendment with the Secretary of State of the State of Delaware in order to implement the Extension.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Jupiter Acquisition Corp terminated Business Combination Agreement with Filament Health Corp. valued at Mutual termination of the Business Combination Agreement effective December 19, 2023 (effective 2023-12-19).

Action: termination
Agreement: merger
Counterparty: Filament Health Corp.
Value: Mutual termination of the Business Combination Agreement effective December 19, 2023
Effective: 2023-12-19

Exact text from the filing

On December 19, 2023, Jupiter, TopCo, Merger Sub and Filament entered into a termination of business combination agreement (the "Termination Agreement"), pursuant to which the parties agreed to mutually terminate the Business Combination Agreement.

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Jupiter Acquisition Corp shareholders approved Charter Amendment Proposal - extend business combination deadline to June 30, 2024 at the 2023-12-14 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-12-14

Exact text from the filing

On December 14, 2023, Jupiter held a special meeting of stockholders of Jupiter (the “Special Meeting”).

View on SEC.gov

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Source: SEC EDGAR

accession 0001213900-23-097373

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