LightJump Acquisition Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on June 14, 2022, LightJump Acquisition Corporation, a Delaware corporation (the “Registrant” or “SPAC”), Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (the “Company”), Moolec Science SA, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440 (“Holdco”), and Moolec Acquisition, Inc., a Delaware corporation (“Merger Sub”) entered into a Business Combination Agreement (the “Business Combination Agreement”), pursuant to which Merger Sub will merge with and into SPAC, with SPAC surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the “Merger,” together with the other transactions related thereto, the “Transactions”).
On November 18, 2022, The Company, Holdco, SPAC and Merger Sub entered into the First Amendment to the Business Combination Agreement (the “Amendment”), pursuant to which the Holdco board of directors shall be comprised of at least five (5) directors, which shall comprise of (A) three (3) individuals proposed for appointment by the Company at least five (5) business days prior to the Closing Date (as defined in the Business Combination Agreement, as amended), (B) one (1) individual proposed for appointment by SPAC at least five (5) business days prior to the Closing Date, and (C) one (1) individual that is proposed for appointment by Union Acquisition Group (or a designated affiliate), but who shall be independent under Nasdaq requirements. Also pursuant to the Amendment, (i) the Company shall issue an aggregate number of Company Ordinary Shares (as defined in the Business Combination Agreement, as amended) equal to 2,354,609 to at least 300 and up to 424 of the current individual shareholders of Bioceres S.A. and Bioceres Group PLC pursuant to Regulation S of the Securities Act, and (ii) the Company and Holdco shall amend any Exchange Agreement (as defined in the Business Combination Agreement, as amended) as necessary in connection with such issuance. The Company and SPAC believe the Amendment to be in the best interest of all parties in order to ensure compliance with Nasdaq Rules 5505(a)(3) and 5505(b)(2)(C). Without the Amendment and if a significant portion of public stockholders of SPAC were to exercise their redemption rights, then compliance with these rules may be unlikely.
The foregoing description is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 2.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits. |
The Exhibit Index is incorporated by reference herein.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 2.1 | First Amendment to Business Combination Agreement dated as of November 18, 2022, by and among SPAC, Company, Holdco, and Merger Sub | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 21, 2022
| LIGHTJUMP ACQUISITION CORP. | |||
| By: | /s/ Robert Bennett | ||
| Name: | Robert Bennett | ||
| Title: | Chief Executive Officer | ||
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