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United States securities and exchange commission logo
September 8, 2023
Ryan Wilson
Director
1427702 B.C. Ltd.
2900-550 Burrard Street
Vancouver, British Columbia, Canada V6C 0A3
Re:1427702 B.C. Ltd.
Registration Statement on Form F-4
Filed August 14, 2023
File No. 333-273972
Dear Ryan Wilson:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed August 14, 2023
Questions and Answers, page 9
1.Please revise this section, as well as the Summary of the Proxy Statement/Prospectus, to
add a Q&A discussing TopCo's liquidity position following the Business Combination. In
your revisions, please describe and quantify the payments required to be made by TopCo
following the Business Combination, including transaction expenses, as well as any other
debt obligations. In your discussion, please also include disclosure regarding TopCo's
liquidity position if redemptions by Public Stockholders cause Jupiter to be unable to meet
the closing cash condition and Filament waives the condition. Disclose how far in the
development process you estimate that the proceeds will allow Filament to reach in both
the No Additional Redemptions and Maximum Redemptions scenarios.

 FirstName LastNameRyan Wilson
 Comapany Name1427702 B.C. Ltd.
 September 8, 2023 Page 2
 FirstName LastName
Ryan Wilson
1427702 B.C. Ltd.
September 8, 2023
Page 2
2.Please revise your disclosure in this section as well as the Summary of the Proxy
Statement/Prospectus to disclose the equity value assigned to Filament by Jupiter and
Filament's equity value at the time of the signing of the Business Combination Agreement
based on its trading price.
Q. What equity stake will Jupiter stockholders and Filament shareholders have in TopCo after
the Closing?, page 12
3.Please disclose the sponsor and its affiliates’ total potential ownership interest in TopCo,
assuming exercise and conversion of all securities. Revise to disclose all possible sources
and extent of dilution that shareholders who elect not to redeem their shares may
experience in connection with the Business Combination. Provide disclosure of the impact
of each significant source of dilution, including the amount of equity held by founders,
convertible securities, including warrants retained by redeeming shareholders, Earnout
Shares and the Bridge Warrants at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
Q. Who is Filament?, page 12
4.Please revise this response to quantify Filament's revenues and net losses in recent
periods.
Q. Do the Filament securityholders need to approve the Business Combination?, page 14
5.Please revise the response to this question to disclose when the Filament securityholders
will vote on the Business Combination.
Q. What happens if a substantial number of the Public Stockholders vote in favor of the Business
Combination Proposal . . . ., page 18
6.The Jupiter Public Stockholders figures in the narrative discussion and tables on pages 19,
34 and elsewhere do not appear to reflect the percentages of redemptions referenced. For
example, in reference to the column in your table on page 19 titled “50% Redemptions”
you state that the presentation assumes that the public stockholders holding approximately
28.05% of the public shares redeem, rather than 50%. Please revise the disclosure on
pages 19, 34 and elsewhere where similar disclosure appears to provide a sensitivity
analysis reflecting the redemption of public shares in the amount of 25%, 50%, 75% and
the maximum potential redemption level.
Summary of the Proxy Statement/Prospectus
The Business Combination Agreement, page 26
7.Please revise to disclose whether TopCo's common shares will be listed on the Frankfurt
Exchange following the consummation of the Business Combination.

 FirstName LastNameRyan Wilson
 Comapany Name1427702 B.C. Ltd.
 September 8, 2023 Page 3
 FirstName LastName
Ryan Wilson
1427702 B.C. Ltd.
September 8, 2023
Page 3
Certain Agreements Related to the Business Combination, page 31
8.Please disclose how many shares will be subject to the Registration Rights Agreement and
the Lock-Up Agreement.
PIPE Subscription Agreements, page 32
9.Please revise here and on page 15 to disclose the status of any PIPE financing agreements.
To the extent there are currently no negotiations, disclose this here and on page 15.
Risks Related to Jupiter and the Business Combination, page 83
10.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
Additional Risks Related to TopCo and Its Securities Following the Business Combination
Each of Jupiter and Filament have incurred and will incur substantial costs in connection with
the Business Combination . . . ., page 94
11.Please revise to disclose the aggregate estimated cost for the professional services Jupiter
and Filament utilized.
Note 7 - Adjustments and Reclassifications . . ., page 121
12.With respect to adjustment DD, you state that the preliminary and estimated expense
recognized is based on the excess of the deemed costs of shares issued by TopCo over the
fair value of Jupiter’s identifiable net assets at the date of the Business Combination.
Please provide reference to Adjustment G in Note 5 on page 119 for further clarification.
The Business Combination
Background of the Business Combination, page 130
13.Please revise your disclaimer that this section "does not purport to catalogue every
conversation among representatives of Jupiter, Filament and other parties" to clarify that
this section contains all material information related to the negotiation of the Business
Combination.
14.Revise here to discuss the negotiations leading to the parties agreeing “to use their
commercially reasonable efforts to . . . obtain the PIPE Financing.” To the extent it was
not discussed during the business combination negotiations, revise pages 32 and 154 to
disclose when the parties agreed to attempt to obtain PIPE Financing and the current
status of these efforts. Revise to disclose whether the parties discussed the Bridge
Financing during the Business Combination negotiations and if so, revise to summarize
the communications. Revise to disclose the negotiations relating to the Earnout Shares.

 FirstName LastNameRyan Wilson
 Comapany Name1427702 B.C. Ltd.
 September 8, 2023 Page 4
 FirstName LastName
Ryan Wilson
1427702 B.C. Ltd.
September 8, 2023
Page 4
15.Please revise your disclosure to describe the qualitative and quantitative analysis
supporting Jupiter's $176 million pre-money equity valuation of Filament. In your
revisions, please disclose Filament's equity value on May 18, 2023 as indicated by the
closing price of Filament's common shares on Cboe Canada, OTCQB and the Frankfurt
Exchange. To the extent that there is a difference between Filament's equity value as
determined by Jupiter and its equity value as indicated by the trading price of Filament's
common shares, please revise here and in the bullet on page 136 titled "Valuation--
Fairness Opinion" to explain the reasons for this difference and why the Jupiter Board
determined that this difference was reasonable.
16.Your disclosure on page 134 indicates that Jupiter's management and advisors consulted
with "industry key opinion leaders" regarding Filament's business model and industry
outlook. Please revise the Background of the Business Combination to describe these
consultations. To the extent this reference is to the conversations with Ken Belotsky and
Kostantin Adamsky described on page 133, please revise your disclosure to clarify
whether Jupiter's management and advisors held conversations with independent third
party industry key opinion leaders.
Jupiter Board's Reasons for the Approval of the Business Combination, page 134
17.Please revise your statements on pages 135 and 213 discussing Filament's "first mover
advantages" to clarify that Filament has yet to develop an approved product or realize
significant revenues and that such "first mover advantages" may not be durable or
sustainable. Please also clarify what is meant by the term "natural producer."
18.We note the disclosure on page 135 stating “botanical drugs typically have documented
historical use by humans for hundreds, if not thousands, of years, they are known to be
safe for human consumption and can therefore skip preclinical studies” and similar
disclosure on page 213. Please revise where such disclosure appears to state whether
Filament received any communications from the FDA that it may skip preclinical studies
because its botanical drugs had sufficient documented historical use data. To the extent
Filament lacked sufficient documented historical use data, disclose the additional
preclinical data the FDA required Filament to provide. Disclose whether botanical drugs
may be required to provide traditional preclinical data prior to commencing clinical trials.

Please also tell us whether the FDA has advised Filament that its product candidates are
"safe." To the extent that the FDA has not communicated this to Filament, please revise
your disclosure accordingly.

 FirstName LastNameRyan Wilson
 Comapany Name1427702 B.C. Ltd.
 September 8, 2023 Page 5
 FirstName LastName
Ryan Wilson
1427702 B.C. Ltd.
September 8, 2023
Page 5
19.Please revise page 135 to remove the statement that secondary compounds “may improve
the efficacy of the drug from several compounds working together” as it is speculative.
You may state, if true, that you believe that the secondary compounds in botanical drugs
could have clinical benefit, but that such benefit has yet to be demonstrated in a pivotal
clinical trial or an approved product. Similarly revise your second competitive strength
discussion on page 213. Please also revise to provide the basis for the statement that
“there is strong consumer preference for natural products vs. synthetic or artificial
products.”
Opinion of Jupiter's Financial Advisor, page 137
20.We note the disclosure on page 136 that “[a]t the time of signing of the Business
Combination Agreement, Filament had an equity value of US$12 million compared to an
offer from Jupiter of US$176 million pre-money equity value.” Please revise here to
discuss how Newbridge considered Filament's $12 million equity value and stock market
valuation in rendering its fairness opinion.
21.Please revise to state whether Newbridge omitted any companies meeting its selection
criteria for the Comparable Public Company Analysis. If so, disclose why they were
omitted.
22.Please revise to describe the “other analyses and examinations” performed by Newbridge
regarding its fairness opinion.
Certain Engagements in Connection with the Business Combination and Related Transactions,
page 143
23.We note your disclosure here and elsewhere that Nomura waived its entitlement to the
deferred underwriting commissions owed pursuant to the IPO. Please disclose whether
Nomura provided the reasons for the waiver and, if so, what those reasons were. We also
note your disclosure that Brookline and Ladenburg waived their entitlements to deferred
cash compensation and instead will each accept 150,000 common shares of the surviving
company. Please revise to state whether Brookline and Ladenburg provided the reasons
for these waivers and whether there were any negotiations between Jupiter, Brookline and
Ladenburg relating to the waivers. If so, summarize the negotations.
Information about Filament, page 203
24.Please revise this section, where appropriate, to include disclosure reflecting your
statements on page 69 that the DEA will only approve an import permit for your potential
U.S. clients if U.S. domestic supply of the substance is inadequate for scientific studies,
that you may not be able to export to U.S. customers if the DEA determines that U.S.
domestic supply or competition is adequate and that your ability to sell your products on a
commercial scale in the United States depends on the substances being rescheduled to a
schedule that permits their use for commercial manufacture.

 FirstName LastNameRyan Wilson
 Comapany Name1427702 B.C. Ltd.
 September 8, 2023 Page 6
 FirstName LastNameRyan Wilson
1427702 B.C. Ltd.
September 8, 2023
Page 6
25.We note your statement that "efficacious" psychedelic medicines will be a catalyst to
addressing many of the world's mental health problems. Please revise to remove the
implication that psychedelic medicines have been determined to be "efficacious" for the
treatment of mental health indications.
Our Technology, page 203
26.Please revise pages 203 and 205 to provide the basis for Filament’s beliefs that “there is
potential for many new natural psychedelic medicines to become available in the near
term” and “that in all future non-pharmaceutical markets (clinics/therapist, dispensary,
etc.), naturally extracted psychedelic products will be preferred.”
Internal Drug Development, page 206
27.Please disclose the doses being evaluated for PEX020, PEX030 and AEX010.
28.We note Filament’s disclosure on page 206 that the two clinical trials involving UCSF and
Dr. Woolley are Investigator Initiated Trials. Please revise here to discuss Filament’s
involvement in trial design, trial administration, data analysis, the other aspects of these
trials and why these clinical trials are considered “Internal Clinical Trials.”
29.Please revise to provide the data and sources relied on for Filament’s statement on page
207 that “a single dose [of psilocybin] has been found to dramatically increase abstinence
and reduce consumption in individuals with substance use disorders.”
30.Please revise to discuss the trial design, parameters and primary and secondary endpoints
of Filament's planned Phase II clinical trial in methamphetamine use disorder.
Corporate History, page 208
31.Please revise to describe the purpose of the Magdalena joint venture. In your revisions,
please describe any rights and obligations that Filament has with respect to the joint
venture and discuss whether Filament has licensed any of its product candidates or
technology to the joint venture. Please also disclose who controls the joint venture and file
the documentation governing the terms of the joint venture as an exhibit to your
registration statement.
Select Customer Contracts, page 208
32.Please revise your tables on pages 208, 212 and 213 to remove the different colors
signifying different stages of development (i.e, “planning,” “ongoing,” “trial
approved/underway” and “trial planned”) and revise the tables so each progress bar
indicates the current stage of clinical development for each indication. Please also revise
each table to include a Phase III column.
33.We note that your Select Customer Contracts table includes several non-commercial out-
licensing arrangements. Please revise to describe the purposes of these agreements.

 FirstName LastNameRyan Wilson
 Comapany Name1427702 B.C. Ltd.
 September 8, 2023 Page 7
 FirstName LastNameRyan Wilson
1427702 B.C. Ltd.
September 8, 2023
Page 7
34.Please revise your Select Customer Contracts table to disclose the jurisdictions where
each company is conducting clinical trials.