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1427702
B.C. Ltd.

2900-550
Burrard Street

Vancouver,
British Columbia

Canada
V6C 0A3

September
22, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

 Attention: Alan
Campbell

Daniel Crawford

Mary Mast

Garry Newberry

 Re: 1427702
B.C. Ltd.

Registration Statement on Form F-4

Filed August 14, 2023

File No. 333-273972

To
the addressees set forth above:

1427702
B.C. Ltd. (the “Company” or “we”) hereby transmits its response to the comment letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated September 8, 2023 (the “Letter”) regarding the Company’s Registration Statement on Form F-4 filed on August
14, 2023 (the “Registration Statement”). Concurrently with this response letter, the Company is filing Amendment No.
1 to the Registration Statement (“Amendment No. 1”) via EDGAR. Amendment No. 1 includes revisions made in response to the
comments of the Staff in the Comment Letter, as well as additional changes to update certain disclosures contained in the Registration
Statement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms
in the Registration Statement.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response.

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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure beginning on page
13 of the Amendment No. 1 in response. The Company respectfully advises the Staff that it will revise the Summary of the Proxy Statement/Prospectus to include this information
in a future amendment to the Registration Statement.

 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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 17, 34 and
139 of Amendment No. 1 in response.

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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 12 and
35 of Amendment No. 1 in response.

Q.
Who is Filament?, page 12

 4. Please
                                            revise this response to quantify Filament's revenues and net losses in recent periods.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 12 of Amendment
No. 1 in response.

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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that the date when Filament securityholders will vote
on the Business Combination will be added to the Registration Statement when that date is determined.

    2

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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure beginning on pages
13, 19, 36 and 119 of Amendment No. 1 in response.

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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has not yet determined whether to
list TopCo Common Shares on the Frankfurt Exchange. The Company respectfully advises the Staff that it will add that information to
the Registration Statement when a determination is reached.

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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 33,
157, 158 and 296 of Amendment No. 1 to disclose certain of the securities that are currently expected to be subject to the
Registration Rights Agreement and the Lock-Up Agreement. At this time, the Company is unable to calculate exactly how many shares
total securities will be subject to the Registration Rights Agreement and the Lock-Up Agreement. The Company respectfully advises
the Staff that it will add this disclosure in a future amendment to the Registration Statement.

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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 16, 33,
136 and 158 of Amendment No. 1 in response.

    3

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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 84 of Amendment
No. 1 in response.

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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 96 of Amendment
No. 1 in response.

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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 123 of Amendment
No. 1 in response.

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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 132 of Amendment
No. 1 in response.

    4

 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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 15, 33
 and 135 of Amendment No. 1 in response.

 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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on pages 135 and
139 of Amendment No. 1 in response.

 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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure on page 135 of Amendment
No. 1 in response.

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