Filament Health Cancels SPAC Merger

The deal was terminated after additional changes were needed to meet Nasdaq listing requirements.

Filament Health Corp. (OTCQB: FLHLF) (NEO: FH) and Jupiter Acquisition Corp. (Nasdaq: JAQC) mutually agreed to terminate their business combination agreement after being advised that “material changes” would be needed to achieve Nasdaq compliance.

The deal, which was first announced in July, received initial approval from the U.S. Securities and Exchange Commission last month. However, additional amendments were required after new financing for the deal was secured earlier this month.

“Given the material changes required in order to meet Nasdaq listing requirements, the parties have determined not to continue to pursue the Proposed Business Combination and therefore have decided to terminate the Business Combination Agreement,” the companies said in a statement Tuesday.

The termination of the merger also cancels the note financing from Helena Global Investment Opportunities 1 Ltd., as the completion of the deal was a condition to closing.

In addition, Filament Health said it had engaged a compliance firm, Donohoe Advisory Associates LLC, to provide “advice relating to alternative Nasdaq listing strategies.”

Filament CEO and co-founder Benjamin Lightburn previously said the arrangement “is expected to offer us access to a broader capital markets audience and advance our drug development platform.”

During the most recent quarter that ended Sept. 30, Filament posted a C$1.3 million net loss and has lost more than C$4 million for the first nine months of the calendar year, according to the company’s most recent financial filing.

Jenel Stelton-Holtmeier


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