Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, 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, and Moolec Acquisition, Inc., a Delaware corporation entered into a
Business Combination Agreement (the "Business Combination Agreement").
On July 8, 2022, the Company issued a promissory note (the "Note") to the
sponsor of the SPAC, LightJump One Founders, LLC, a Delaware limited liability
company (the "Sponsor"). Pursuant to the Note, the Company agreed to loan to the
Sponsor up to an aggregate principal amount of $350,000 (the "Extension Funds")
to deposit into the SPAC's trust account (the "Trust Account") in connection
with the extension of the SPAC's termination date from July 12, 2022 to January
12, 2023 (or such earlier date as determined by the Board) (the "Extension").
The SPAC may draw down from the Extension Funds, at its discretion, to
distribute to the holders of the public shares of common stock of the SPAC
("Public Shares") who elect to have their shares redeemed in connection with the
consummation of the Company's initial business combination.
The Note bears interest at 20.0% per annum and is repayable in full upon the
earlier of (i) the consummation of the initial business combination of the SPAC,
(ii) the date of the termination of the Business Combination Agreement and (ii)
January 12, 2023.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 11, 2022, the Company filed an amendment to the Company's Amended and
Restated Certificate of Incorporation with the Secretary of State of the State
of Delaware (the "Extension Amendment"). The Extension Amendment extends the
date by which the Company must consummate its initial business combination from
July 12, 2022 to January 12, 2023.
The foregoing description is qualified in its entirety by reference to the
Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is
incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 8, 2022, the Company held a special meeting of stockholders (the
"Meeting"). At the Meeting, the Company's stockholders approved the Extension
Amendment extending the date by which the Company must consummate its initial
business combination from July 12, 2022 to January 12, 2023 (the "Extension
Amendment Proposal").
The final voting results for the Extension Amendment Proposal were as follows:
For Against Abstain Broker Non-Votes
11,827,386 254,342 0 0
Stockholders holding 11,032,790 Public Shares exercised their right to redeem
such shares for a pro rata portion of the funds in the Trust Account. As a
result, $110,507,220.68 (approximately $10.02 per share) will be removed from
the Trust Account to pay such holders. Following redemptions, the Company will
have 2,767,210 Public Shares outstanding and the aggregate amount remaining in
the Trust Account will be $27,993,797.65 (which includes an additional $276,721
contributed by the Sponsor in connection with the Extension).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
3.1 Amendment to Amended and Restated Certificate of Incorporation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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