LightJump Acquisition Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement
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Item 1.01 Entry into a Material Definitive Agreement.
On December 30, 2022 (the “Closing Date”), LightJump Acquisition Corporation, a Delaware corporation (“LightJump”), Moolec Science Limited, a private limited company incorporated under the laws of England and Wales ( “Moolec UK”), 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 (“Moolec”), and Moolec Acquisition, Inc., a Delaware corporation (“Merger Sub”), consummated the previously announced business combination (the “Business Combination”), pursuant to the Business Combination Agreement by and among LightJump, Moolec UK, Moolec, and Merger Sub, dated as of June 14, 2022 (as amended and/or restated from time to time, (the “Business Combination Agreement”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Business Combination Agreement.
Pursuant to the Business Combination Agreement, upon the completion of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the “Closing”), each of the following transactions occurred in the following order: (a) pursuant to the Exchange Agreements, each of Moolec UK’s shareholders has contributed its respective Company Ordinary Shares to Moolec in exchange for Holdco Ordinary Shares to be subscribed for by each such Moolec UK shareholder (such contributions and exchanges of Company Ordinary Shares for Holdco Ordinary Shares, collectively, the “Exchange”), (b) as a result of the Exchange, the Company became a wholly-owned subsidiary of Holdco, (c) each of the Company SAFE Holders received and became holders of issued and outstanding Holdco Ordinary Shares, in accordance with the applicable Company SAFE, (d) Merger Sub merged with and into LightJump, with LightJump surviving such merger and becoming a direct wholly-owned subsidiary of Holdco and all SPAC Common Stock outstanding were converted into the right to receive Holdco Ordinary Shares pursuant to a share capital increase of Holdco, (e) each warrant entitling the holder to purchase one share of SPAC Common Stock (as contemplated under the warrant agreement, by and between LightJump and Continental Stock Transfer & Trust Company (“Continental”) dated as of January 20, 2021 (the “SPAC Warrant Agreement”), as an exercise price of $11.50 per share of SPAC Common Stock (the “SPAC Warrants”)), became warrants of Holdco (the “Holdco Warrants”) exercisable for Holdco Ordinary Shares on substantially the same terms as the SPAC Warrants, (f) Moolec entered into an assignment, assumption and amendment agreement with LightJump and Continental, as warrant agent, to amend and assume LightJump’s obligations under the SPAC Warrant Amendment to give effect to the conversion of SPAC Warrants to Holdco Warrants, and (g) Moolec’s ’s Chief Financial Officer was allotted an aggregate of 232,523 Holdco Ordinary Shares. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Business Combination Agreement.
On January 3, 2023, Moolec issued a press release announcing the consummation of the Business Combination, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release of Moolec, dated January 3, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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 thereunto duly authorized.
| LIGHTJUMP ACQUISITION CORPORATION | |||
| Date: January 3, 2023 | By: | /s/ Gastón Paladini | |
| Name: | Gastón Paladini | ||
| Title: | President | ||
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