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Jupiter Acquisition Corporation *

Jupiter Acquisition Corporation *

Oct 16, 2020 by Roman Developer

The below-announced combination was terminated on 12/20/23.  It will remain on the page for reference purposes only. 

PROPOSED BUSINESS COMBINATION: Filament Health Corp

ENTERPRISE VALUE: $210 million
ANTICIPATED SYMBOL: tbd

Jupiter Acquisition Corporation proposes to combine with Filament Health Corp.

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. The Company is currently generating revenue by out-licensing its lead drug candidate, PEX010, to commercial partners. 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 U.S. Food and Drug Administration (“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.

LIQUIDATION – 12/20/23 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be December 26, 2023.
    • The per-share redemption price will be approximately $10.34.

SUBSEQUENT EVENT – 11/24/23 – LINK

  • The Company signed a non-binding Term Sheet with Helena Partners Inc., an affiliate, for potential funding of up to $14.4 million through a convertible note (the “Financing”).
    • The Financing is expected to close in December 2023, concurrent with the closing of the previously announced business combination

TRANSACTION

  • The proposed Business Combination reflects a pro forma enterprise valuation of approximately US$210 million, based on certain assumptions.
  • Consideration will be 100% in the form of shares in Pubco, and the proposed Business Combination is expected to provide at least US$5 million of net proceeds to Pubco.
  • The proposed Business Combination reflects a pre-money equity value of US$176 million for Filament and provides the Filament shareholders and certain other parties a contingent right to receive additional Pubco shares based upon post-closing stock performance.
  • At the closing of the proposed Business Combination, the holders of outstanding Filament shares will receive equity in Pubco valued at US$0.85 per share (subject to adjustments).
  • The consummation of the proposed Business Combination is anticipated to occur in the 4th quarter of 2023.

SPAC FUNDING

  • The SPAC intends to enter into PIPE Subscription Agreements prior to the Closing.

EARNOUT

  • Company and Sponsor:
    • TopCo will issue to the holders of Filament Shares an amount of TopCo Class B Earnout Shares and TopCo Class C Earnout Shares, in each case equal to the number of Filament Shares multiplied by the ratio equal to (i) 1,500,000 divided by (ii) the number of issued and outstanding Filament Shares as of immediately prior to the Arrangement Effective Time.
    • In addition, an aggregate of 1,945,189 TopCo Common Shares to be issued to the Sponsor at the Closing (the “Sponsor Earnout Shares”) and an aggregate of 139,001 TopCo Common Shares to be issued to Jupiter’s three initial public offering underwriters and their designees at the Closing (the “Underwriter Earnout Shares”) in exchange for shares of Jupiter Common Stock currently held by such holders, will be subject to vesting conditions, and will be forfeited if such conditions are not satisfied.
    • All or a portion of the Filament Earnout Shares will convert into TopCo Common Shares, and all or a portion of the Sponsor Earnout Shares and the Underwriter Earnout Shares will vest, in each case if certain conditions are satisfied within seven years following the Closing Date, as follows:
      • Each TopCo Class B Earnout Share will convert into TopCo Common Shares on a one-for-one basis, and 972,594 Sponsor Earnout Shares and 69,500 Underwriter Earnout Shares will vest in full, if (i) on any 20 trading days within any 30 trading day period, the trading price of the TopCo Common Shares is greater than or equal to $12.00, or (ii) there occurs any transaction resulting in a Change of Control of TopCo; and
      • Each TopCo Class C Earnout Share will convert into TopCo Common Shares on a one-for-one basis, and the remaining 972,595 Sponsor Earnout Shares and 69,501 Underwriter Earnout Shares will vest in full, if (i) on any 20 trading days within any 30 trading day period, the trading price of the TopCo Common Shares is greater than or equal to $15.00, or (ii) there occurs any transaction resulting in a Change of Control of TopCo.

LOCK-UP

  • Company and Sponsor:
    • The Company and Sponsor will enter into the Lock-Up Agreements, pursuant to which, among other things, each of such holders will agree to not effect any sale or distribution of the Lock-Up Securities, subject to certain customary exceptions set forth in the Lock-Up Agreement, until the earliest of:
      • (i) (A) the twelve month anniversary of the Closing Date, with respect to all company and all other sponsor shares except for the founder shares, or (B) the six month anniversary of the Closing Date, with respect to the founder shares issued during the IPO, and
      • (ii) such time that the trading price of the TopCo Common Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • The proposed Business Combination is subject to customary closing conditions, including receipt of all regulatory approvals, court orders from the Supreme Court of British Columbia with respect to the Plan of Arrangement, and the approval of the proposed Business Combination by Filament’s security holders and Jupiter’s stockholders.

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated if the Closing has not occurred on or before November 15, 2023 (to be extended by 14 days at the sole discretion of Jupiter, the “Agreement End Date”).

ADVISORS

  • Company Advisors:
    • Maxim Group LLC is acting as exclusive financial advisor.
    • Fasken Martineau DuMoulin LLP is acting as Canadian legal advisor.
    • Ellenoff Grossman & Schole LLP is acting as U.S. legal advisor.
  • SPAC Advisors:
    • Harper Grey LLP is acting as Canadian legal advisor.
    • Greenberg Traurig, LLP is acting as U.S. legal advisor.

EXTENSION – 4/24/23 – LINK

  • The SPAC approved the extension from August 17, 2023 to December 17, 2023.
    • 14,286,357 shares were redeemed at the meeting for $10.16 per share.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 4/6/23 – LINK

  • Nomura has waived its entitlement to payment of any and all amounts of the Underwritten Deferred Discount

MANAGEMENT & BOARD

Executive Officers

James N. Hauslein, 62
Chairman, Chief Executive Officer & Chief Financial Officer

Mr. Hauslein has served as the President and Managing Director of Hauslein & Company, Inc., a private investment firm, since 1991. In February 2015, Mr. Hauslein led the recapitalization/acquisition of Big Time, a leading supplier of workplace hand protection and related products into consumer DYI/Pro retail stores, with Big Time’s co-founders and three institutional investors. Mr. Hauslein served as Big Time’s Executive Chairman from February 2015 to September 2018 and Chief Executive Officer from November 2017 to September 2018. Under Mr. Hauslein’s leadership, Big Time completed its first add-on acquisition in August 2015 and its second add-on acquisition in May 2016. In October 2018, Big Time was sold to the Hillman Group (a portfolio company of CCMP). In 1991, Mr. Hauslein led the buyout of Sunglass Hut (formerly NASDAQ: RAYS). Mr. Hauslein served as Chairman of Sunglass Hut from 1991 to 2001 and served as Chief Executive Officer from May 1997 to January 1998 and January 2001 to April 2001. During Mr. Hauslein’s involvement with Sunglass Hut, the company increased its revenue through organic growth and acquisitions from approximately $37 million in 1987 to approximately $680 million in fiscal 2000 prior to its sale to Luxottica Group SpA (Milan and formerly NYSE: LUX). While at Sunglass Hut, Mr. Hauslein presided over numerous add-on acquisitions in the United States and Australia as well as organic growth in North America, the Caribbean, and Europe and a joint venture in Singapore. At the time of Luxottica Group’s acquisition, Sunglass Hut operated approximately 2,000 company-owned Sunglass Hut, Watch Station, Watch World, and combination stores in the United States, Canada, the Caribbean, Europe, Asia, Australia and New Zealand. Mr. Hauslein was the primary sponsor and Chief Executive Officer of Atlas Acquisition Holdings Corp., a $200 million SPAC that completed its initial public offering in 2008. Mr. Hauslein has also served on the board of directors of Freedom Acquisition Holdings (formerly AMEX: FRH), a $528 million general purpose blank check company that initially completed a business combination with GLG Partners (formerly NYSE: GLG) in a transaction valued at approximately $3.4 billion, GLG Partners, a $25 billion in asset alternative asset manager sold to the Mann Group in October 2010, Liberty Acquisition Holdings Corp. (formerly NYSE AMEX: LIA), a $1 billion SPAC that merged with Grupo Prisa in an $8 billion merger completed in November 2010, Elephant Capital LLC, a publicly traded private equity investment firm headquartered in Delhi, India, and Easterly Acquisition, a $200 million SPAC. Mr. Hauslein is currently a member of the board of directors of the Aircraft Owners & Pilots Association and the American Swiss Foundation, and was formerly a Trustee of the Pine School and a director of The Jamestown Foundation. Mr. Hauslein is also a director of Brookline Capital Acquisition Corp., a $57.5 million SPAC focused on the life sciences industry that competed its initial public offering in February 2021. Mr. Hauslein received a Master of Business Administration from Cornell University’s Johnson Graduate School of Management in 1984 and a Bachelor of Science in Chemical Engineering from Cornell University in 1981. He was previously a member of each of the Advisory Council of Cornell’s Entrepreneurship and Personal Enterprise program, The Johnson Graduate School of Management, the Athletics Advisory Council and the Engineering College Advisory Council.

Gaurav Burman, 49
President and Director Nominee

He has over 25 years of private equity and operational experience, with a considerable focus on the consumer, media, healthcare and financial services industries. Mr. Burman is a fifth-generation member of the family that founded Dabur 130 years ago. Dabur is one of the largest branded consumer goods companies in India with approximately US$2 billion in revenue and over US$12 billion in market capitalization. The Burman family continues to own approximately 70% of Dabur. Mr. Burman sits on the Board of Dabur International Ltd., the holding company for Dabur’s international business activities, and manages Burman Family Holdings, a private investment firm, which has invested over $500 million in the last 20 years and includes joint ventures with leading Fortune 100 companies globally such as Aviva Life Insurance, Experian and Yum Brands. Mr. Burman was President of Atlas Acquisition Holdings Corp., a $200 million SPAC that completed its initial public offering in 2008, and founded Elephant Capital in 2006, a US$100 million AIM, London Stock Exchange listed fund focused on investing in growth companies in India. Mr. Burman was a member of Dresdner’s Global Private Equity Group in London and New York from 1997 to 2006 and began his career in the Business Development Group of Dabur from 1993 to 1997. Mr. Burman is a board member of DMI Finance Pvt. Ltd., Experian India, Healthcare at Home India, Burman Hospitality and M3 India, serves on the International Board of Tufts University, the Board of the Peggy Guggenheim Collection in Venice, Italy, and the Advisory Board of Sesame Street India, and is also a member of the Young Presidents Organisation. Mr. Burman received a Bachelor of Arts Degree in Economics and History from Tufts University in 1993.

James Thayer, 43
Chief Operating Officer

He has over 20 years of legal, operating and investing experience and is a Managing Director and Senior Counsel at Clarke Capital Partners since 2017. Mr. Thayer is currently the Board Secretary of Brandless and an Audit and Compensation Committee Member of Curza. In 2015, Mr. Thayer founded Unifylegal, an online marketplace for legal services. From 2011 to 2015, Mr. Thayer was an Executive Director and Senior Counsel at Goldman Sachs in London, and from 2006 to 2011 was an Associate at Freshfields Bruckhaus Deringer, in London and Frankfurt. Mr. Thayer earned a Bachelor of Arts in International Studies and Global Trade from Brigham Young University in 2001 and Juris Doctor and Master of International and Comparative Law from Duke University Law School in 2005.

Jonathan Leong, 44
Vice President of Strategy & Development

He has 20 years of Investment Banking experience in the Consumer & Retail industries. Mr. Leong was a Managing Director and Co-Head of the Food Investment Banking Group at Nomura from 2017 to 2020. Prior to Nomura, Mr. Leong was a Managing Director in the Consumer Investment Banking Group at Jefferies LLC from 2014 to 2016, and prior to that was a Principal in the Consumer & Retail Investment Banking Group at Bank of America Merrill Lynch (and its predecessor firm, Banc of America Securities LLC) from 2001 to 2014 in New York and London. He received his Bachelor of Arts in French and Business Studies from the University of Sheffield in 2000.

 

Board of Directors

James N. Clarke, 48
Vice Chairman

He has over 25 years of entrepreneurship, operating and investing experience and is the CEO of Clarke Capital Partners, a private investment firm he founded in 2011. Mr. Clarke founded CLEARLINK in 2001, which became a pioneer in online retail as a channel partner for brands like AT&T, Comcast, DirectTV and ADT. Mr. Clarke sold CLEARLINK in 2011 to Pamlico Capital, and today it is a Sykes (NASDAQ:SYKE) portfolio company. In 2011, Mr. Clarke was an earlyHe has over 25 years of entrepreneurship, operating and investing experience and is the CEO of Clarke Capital Partners, a private investment firm he founded in 2011. Mr. Clarke founded CLEARLINK in 2001, which became a pioneer in online retail as a channel partner for brands like AT&T, Comcast, DirectTV and ADT. Mr. Clarke sold CLEARLINK in 2011 to Pamlico Capital, and today it is a Sykes (NASDAQ:SYKE) portfolio company. In 2011, Mr. Clarke was an early lead investor in PetIQ serving as Chairman of the Board until May 2016 and as Board Member and Chair of the Nomination and Governance Committee until December 31, 2020, when he completed his Board Service. Under Mr. Clarke’s leadership, PetIQ grew to revenues of $709.4 million in 2019 and the company’s market capitalization has grown to $1 billion as of February 2021. Mr. Clarke is also the Chairman of Brandless and Governor appointed Vice Chair of the Board of Trustees at Utah Valley University, Utah’s largest university. Mr. Clarke earned an AA in Business from Brigham Young University Idaho in 1996, completed the Harvard Business School Owner/President Management (OPM) program in 2007 and earned a Master of Science Degree in Major Program Management from the University of Oxford in 2012.

Robert A. Knox, 69
Director Nominee

Mr. Knox is the Senior Managing Director of Cornerstone Equity Investors, L.L.C., a private equity firm which he founded in 1984. The investment principals of Cornerstone have funded over 120 companies through middle market buyouts and expansion financings since 1984, including Dell Computer, Health Management Associates, Linear Technology, Micron Technology, Centurion, Team Health Corporation, Comdata and Sunglass Hut. Cornerstone manages the capital of its founding general partners and does not manage institutional investments. Prior to the formation of Cornerstone, Mr. Knox was Chairman and Chief Executive Officer of Prudential Equity Investors, Inc., the private equity subsidiary of Prudential Financial, where he designed and executed the initial Alternative Asset investment strategy at Prudential. During his investment career, Mr. Knox has served on the boards of more than 25 private and public companies, including as the lead independent director and chair of the compensation committee of Health Management Associates, Inc. (NYSE: HMA) prior to its acquisition by Community Health Systems. Mr. Knox has also been a trustee of Boston University for 20 years, serving as the Chairman of the Board of Trustees from 2008 to 2016. Mr. Knox received a Bachelor of Arts in Economics from Boston University in 1974, a Master of Business Administration from Boston University in 1975 and an Honorary Degree from Boston University in 2017.

George L. Pita, 59
Director Nominee

Mr. Pita currently serves as the Executive Vice President and Chief Financial Officer of MasTec, Inc. (NYSE: MTZ), an energy and telecommunications infrastructure construction company. Mr. Pita joined MasTec in February 2013 and during this tenure, annual revenue has grown over 90%, with 2019 revenue of approximately $7.2 billion. Mr. Pita previously served as Executive Vice President and Chief Financial Officer of Stuart Weitzman Holdings, LLC from 2007 to 2013, where he played a key management role during the $550 million sale of the company to Jones Group (formerly NYSE: JAG) in 2010. From April 2002 to June 2007, Mr. Pita served in various positions at Perry Ellis International (formerly NASDAQ: PERY), a leading apparel company, including as Executive Vice President and Chief Financial Officer from 2004 to 2007. From 1989 to 2002, Mr. Pita served in a variety of financial and operating positions, including Chief Financial Officer, at Sunglass Hut (formerly NASDAQ: RAYS), where he played a key role in the $650 million sale of the company to the Luxottica Group SpA (Milan and formerly NYSE: LUX) in 2001. Mr. Pita began his career in the audit division of Arthur Andersen, LLP, and has been a certified public accountant for over 30 years. He is a member of the advisory board for the Miami Business School of Accounting and serves as a board and audit committee chair of various non-profit entities including Goodwill Industries of South Florida and Easter Seals of South Florida. From January 2008 through February 2010, Mr. Pita served as a special advisor to Atlas Acquisition Holdings Corp. (formerly AMEX: AXG), a $200 million SPAC that completed its initial public offering in 2008. Mr. Pita received a Bachelor of Business Administration from the University of Miami in 1983.

John D. White, Jr., 63
Director Nominee

Mr. White is currently Managing Member of Founders Equity, Inc., and its affiliates, a private equity firm focusing on lower middle market investments. He has over 30 years of investment and operating experience. Since 1994, Mr. White has been a partner at Founders where he has led a number of investments through its investment funds and on a direct basis. At Founders, Mr. White has led the investment activities, served on the boards of Founder’s portfolio companies, and has led all investment activities in healthcare and information tech-enabled services. Mr. White currently serves as Chairman of the Board Advantedge Healthcare Solutions, Inc. since 2010 and a board member of Stone Source Holdings since 2020. Mr. White received his MBA from The Wharton School in 1987, Masters in Taxation from Bentley College in 1985 and Bachelor of Science in Accounting and Finance from Babson College in 1980. Mr. White currently serves on the Babson Advisory Board.



ByRoman Developer