United States securities and exchange commission logo
October 5, 2023
Ryan Wilson
Director
1427702 B.C. Ltd.
2900-550 Burrard Street
Vancouver, British Columbia, Canada V6C 0A3
Re: 1427702 B.C. Ltd.
Amendment No. 1 to
Registration Statement on Form F-4
Filed September 22,
2023
File No. 333-273972
Dear Ryan Wilson:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our September 8,
2023 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed September
22, 2023
Questions and Answers
What equity stake will Jupiter stockholders and Filament shareholders
have in TopCo after the
Closing?, page 12
1. We note your response
to prior comment 3. Please further revise to include all potential
sources of dilution in
the ownership table.
Q. What happens to the funds held in the Trust Account upon consummation
of the Business
Combination?, page 13
2. We note your response
to comment 1 and reissue in part. Please revise to include
disclosure that Jupiter
may be unable to meet the closing cash condition and that Filament
may waive the condition
and describe the combined company's liquidity position if this
Ryan Wilson
1427702 B.C. Ltd.
October 5, 2023
Page 2
scenario were to occur. In your revisions, please disclose the funding
that the combined
company requires to operate for the first twelve months following the
closing.
Information About Filament
Our Technology, page 208
3. We note your response to prior comment 26 and revised disclosure.
Please revise to
provide the basis for your belief that your "methods will enable [you]
to create new
natural psychedelic medicines in the near term." Please also clarify
that these medicines
will still be subject to the regulatory approval process and that
development of these
medicines could fail. Finally, please tell us how your statement that
you will develop these
new psychedelic medicines in the "near term" is consistent with your
statement that you
do not have material research and development programs other than for
psilocin and
psilocybin.
Internal Clinical Trials, page 211
4. We note your response to prior comment 30 and revised disclosure.
Please revise further
to disclose the design of the Phase 2 trial including the anticipated
number of patients,
how patients will be selected, the number of times that patients will
be dosed, whether the
patients will also receive psychotherapy as a part of the trial and
whether the trial will
include a placebo component.
Licensing Agreements, page 213
5. We note your response to prior comment 42 and revised disclosure.
Please revise the
"Select Customer Contracts" table to reflect your disclosure on pages
222 and 245 that the
trials being conducted by EntheoTech Bioscience and Cybin Therapeutics
are on hold due
to internal capital restraints.
6. Your disclosure on page 224 indicates that the trials to be conducted by
NeoLumina
Bioscience and Reset Pharmaceuticals are both in the planning stage.
However, the status
bar for each of these trials in the "Select Customer Contracts" graphic
appears to be drawn
into the Phase 2 column. To the extent neither of these trials has
commenced or received
FirstName LastNameRyan Wilson
regulatory authorization to proceed and these companies have not
previously conducted a
Comapany Name1427702
clinical trial of yourB.C. Ltd.candidates, please remove the status bars
from the graphic for
product
Octoberthese two Page
5, 2023 companies.
2 Alternatively, please advise.
FirstName LastName
Ryan Wilson
FirstName LastNameRyan Wilson
1427702 B.C. Ltd.
Comapany
October Name1427702 B.C. Ltd.
5, 2023
October
Page 3 5, 2023 Page 3
FirstName LastName
Opioid Use Disorder Development Plan, page 218
7. We note your response to comment 38 and reissue in part. We note your
development
table on page 218 refers to your methamphetamine disorder indication
and not your opioid
use disorder indication. Please revise or otherwise advise.
Sales, Marketing and Contractual Relationships, and Customers
Licensing Agreements and Partnership Network, page 222
8. We note your response to comment 41 and reissue in part. Please revise
the descriptions
of each of your agreements in this section to quantify all payment
made to date for each
agreement. Please also revise your description of the royalty rates of
the commercial
license agreements to provide a range that does not exceed 10 percent
(e.g. between 20
and 30 percent).
Intellectual Property and Trademarks, page 228
9. We note your response to comment 44 and reissue in part. Please revise
to disclose the
expected expiration dates for your pending patent applications.
Condensed Interim Consolidated Statements of Cash Flows, page F-38
10. Please correct the mathematical errors contained in these statements
as appropriate in your
next filing. As part of your response, please confirm to us that the
financial statements
contain no further mathematical errors.
Please contact Gary Newberry at 202-551-3761 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-4224 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Jonathan Deblinger, Esq.