Jupiter Acquisition Corporation Announces Mutually Agreed Termination of Business Combination Agreement With Filament Health Corp., Cancellation of Special Meeting of Stockholders and Redemption of Public Shares

Hobe Sound, FL, Dec. 19, 2023 (GLOBE NEWSWIRE) — Jupiter Acquisition Company (NASDAQ:JAQC) (“Jupiter”) right now introduced the mutually agreed termination of the beforehand introduced enterprise mixture settlement with Filament Well being Corp. (the “Enterprise Mixture Settlement”). The particular assembly of stockholders of Jupiter scheduled to reconvene on Thursday, December 28, 2023, at 12:00 p.m. Jap Time, at which stockholders of Jupiter had been to be requested to vote to approve the Enterprise Mixture Settlement and the enterprise mixture contemplated thereby, amongst different associated issues, has been cancelled.

Jupiter will redeem all the excellent shares of its Class A standard inventory issued as a part of the models offered in Jupiter’s preliminary public providing (the “IPO”, and such shares, the “public shares”), efficient as of the shut of enterprise on December 26, 2023 (the “Redemption Date”), as a result of Jupiter’s board of administrators (the “Board”) has decided that Jupiter will be unable to consummate an preliminary enterprise mixture throughout the time interval set forth in Jupiter’s amended and restated certificates of incorporation, as amended (the “Constitution”).

As permitted below the Constitution, the Board has set December 19, 2023 because the termination date following which Jupiter will, in accordance with the Constitution, (i) stop all operations aside from the aim of winding up, (ii) as promptly as moderately potential however no more than ten enterprise days thereafter topic to lawfully accessible funds therefor, redeem the general public shares, at a per-share worth, payable in money, equal to the mixture quantity then on deposit within the belief account, together with curiosity earned on the funds held within the belief account not beforehand launched to Jupiter to pay its taxes (much less as much as $100,000 of curiosity to pay dissolution bills), divided by the variety of the then excellent public shares, which redemption will utterly extinguish rights of the general public stockholders (together with the proper to obtain additional liquidating distributions, if any), topic to relevant regulation, and (iii) as promptly as moderately potential following such redemption, topic to the approval of the remaining stockholders and the Board in accordance with relevant regulation, dissolve and liquidate, topic in every case to Jupiter’s obligations below the Normal Company Regulation of the State of Delaware to supply for claims of collectors and the necessities of different relevant regulation.

The per-share redemption worth for the general public shares is predicted to be roughly $10.34 (as lastly decided, the “Redemption Quantity”). In accordance with the phrases of the associated belief settlement and the Constitution, Jupiter expects to retain curiosity earned on the funds deposited within the belief account to pay its tax obligations, if any, and $100,000 of dissolution bills.

As of the shut of enterprise on the Redemption Date, assuming {that a} sum ample to redeem the general public shares has been irrevocably deposited or put aside to pay the Redemption Quantity for every public share, the general public shares might be deemed to now not be excellent and can signify solely the proper to obtain the Redemption Quantity for every such public share.

The Redemption Quantity might be payable to the holders of the general public shares upon presentation of their respective inventory or unit certificates or different supply of their shares or models to Jupiter’s switch agent, Continental Inventory Switch & Belief Firm. Useful house owners of public shares held in “avenue identify,” nonetheless, won’t must take any motion to be able to obtain the Redemption Quantity.

Jupiter’s preliminary stockholders have agreed to waive their redemption rights with respect to the excellent shares of Class A standard inventory (i) issued upon conversion of the shares of Class B widespread inventory issued previous to the IPO and (ii) underlying the non-public placement models issued in reference to the IPO. There might be no redemption rights or liquidating distributions with respect to Jupiter’s warrants, which can expire nugatory.

Jupiter expects that the final day of buying and selling of its models, Class A standard inventory and warrants on The Nasdaq Inventory Market LLC (“Nasdaq”) might be on or about December 26, 2023, following which Jupiter expects that Nasdaq will file a Type 25 with the U.S. Securities and Trade Fee (the “SEC”) to delist Jupiter’s models, Class A standard inventory and warrants. Jupiter thereafter expects to file a Type 15 with the SEC to terminate the registration of its securities below the Securities Trade Act of 1934, as amended (the “Trade Act”).

About Jupiter Acquisition Company

Jupiter is a clean test firm shaped for the aim of effecting a merger, capital inventory alternate, asset acquisition, inventory buy, reorganization or comparable enterprise mixture with a number of companies.

Ahead-Wanting Statements

This press launch consists of “forward-looking statements” throughout the that means of the protected harbor provisions of the US Non-public Securities Litigation Reform Act of 1995. Sure of those forward-looking statements could be recognized by way of phrases comparable to “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “could,” “ought to,” “will,” “seeks,” or different comparable expressions. Such statements could embody, however usually are not restricted to, statements concerning the anticipated Redemption Quantity, timing for redemptions, suspension of buying and selling of Jupiter’s securities on Nasdaq, delisting of Jupiter’s securities by Nasdaq and termination of the registration of Jupiter’s securities below the Trade Act. These statements are primarily based on present expectations on the date of this press launch and contain a variety of dangers and uncertainties which will trigger precise outcomes to vary considerably, together with these dangers set forth in Jupiter’s most up-to-date Annual Report on Type 10-Okay and subsequent Quarterly Experiences on Type 10-Q and different paperwork filed with the SEC. Copies of such filings can be found on the SEC’s web site at www.sec.gov. Jupiter doesn’t assume any obligation to replace or revise any such forward-looking statements, whether or not as the results of new developments or in any other case. Readers are cautioned to not put undue reliance on forward-looking statements.

Contacts

James N. Hauslein, Chairman and Chief Government Officer
212-207-8884

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