Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
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").
The Business Combination
Pursuant to the Business Combination Agreement, SPAC, Holdco, Merger Sub and the
Company will enter into a business combination transaction pursuant to which,
among other things, (a) pursuant to the Exchange Agreements, each of the Company
Shareholders, effective on the Exchange Effective Time, will contribute its
respective Company Ordinary Shares to Holdco in exchange for Holdco Ordinary
Shares to be subscribed for by each such Company 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 will
become a wholly-owned subsidiary of Holdco, (c) immediately prior to the
consummation of the Merger but after the Exchange Effective Time, each of the
Company SAFE Holders will receive and become holders of issued and outstanding
Holdco Ordinary Shares, in accordance with the applicable Company SAFE, (d)
following the consummation of the Exchange, Merger Sub will merge with and into
SPAC, with SPAC surviving such merger and becoming a direct wholly-owned
subsidiary of Holdco (the "Merger") and, in the context of the Merger, all SPAC
Common Stock outstanding shall be converted into the right to receive the Merger
Consideration in the form of Holdco Ordinary Shares pursuant to a share capital
increase of Holdco, as set forth in this Agreement, and (e) in order to satisfy
the Company's obligations under that certain Consulting Agreement, dated June
18, 2021, by and between the Company and the Company's Chief Financial Officer
("CFO"), CFO will be freely allotted an aggregate of 243,774 Holdco Ordinary
Shares (the "CFO Free Shares"). Capitalized terms used but not defined herein
shall have the respective meanings set forth in the Business Combination
Agreement.
Upon the terms and subject to the conditions set forth in the Business
Combination Agreement and the Exchange Agreements at the Exchange Effective
Time, the Exchange will take place based on an exchange ratio of .66787343 used
to determine the number of aggregate Holdco Shares valued at $10.00 per Holdco
Share for which the aggregate Company Ordinary Shares will be exchanged (the
"Exchange Consideration"). The valuation of the Company Ordinary Shares
contributed to Holdco by the Company Shareholders against new Holdco Shares
pursuant to the Exchange shall be deemed to be, as of the Exchange Effective
Time, the sum of US$325,000,000.
Pursuant to the Exchange Agreements, each Company Shareholder has also agreed to
not transfer any of its Company Ordinary Shares before the earlier to occur of
the Exchange and the termination of the Business Combination Agreement pursuant
to its terms.
In connection with the closing of the transactions contemplated by the
Transaction Documents, including the Exchange and the Merger (the
"Transactions"), each of Union Group Ventures Limited, THEO I SCSp and LightJump
One Founders, LLC ("Sponsor") has entered into a Backstop Agreement (the
"Backstop Agreement"), guaranteeing, severally but not jointly, the funding of
certain amounts as set forth therein.
1
Conditions to Each Party's Obligations
The obligation of the parties to consummate the Transactions are subject to the
satisfaction or waiver of customary closing conditions at or prior to the
Closing, including (i) Registrant shareholder, Company and Holdco approvals;
(ii) issuance of statutory independent auditor reports regarding the
contributions relating to the issuance of Holdco Shares under the Merger and the
Exchange; (iii) issuance of a financial advisor opinion; (iv) absence of any
law, rule, regulation, judgment, decree, executive order or award which is then
in effect and has the effect of making the Transactions illegal or otherwise
prohibiting consummation of the Transactions; (v) effectiveness of the
registration statement on Form F-4 relating to Holdco Ordinary Shares and Holdco
Warrants to be issued in the Merger; (vi) Nasdaq listing approval of the Holdco
Ordinary Shares; (vii) execution and delivery of certain ancillary agreements,
including the Registration Rights and Lock-Up Agreement; (viii) Registrant
having at least $5,000,001 of net tangible assets and (x) an agreement for the
issuance of the CFO Free Shares in a form acceptable to the CFO.
The obligations of Registrant to consummate the Transactions are subject to
certain additional conditions at or prior to the Closing, including (i) the
accuracy of certain representations and warranties of the Company, Holdco, and
Merger Sub except, with respect to certain representations and warranties, where
the failure of such representations and warranties to be true and correct does
not result in a Company Material Adverse Effect or is not materially adverse to
Holdco or Merger Sub, as applicable; (ii) the performance or compliance in all
material respects with all agreements and covenants required by the Business
Combination Agreement, with certain exceptions; (iii) the delivery to Registrant
of certifications as to the satisfaction of the conditions; (iv) the absence of
a Company Material Adverse Effect; (v) there being no Company Ordinary Shares or
other Equity Interest of the Company outstanding other than Company Ordinary
Shares and other Equity Interests that are subject to an Exchange Agreement;
(vi) SPAC shall have received evidence to its satisfaction that any Company
interested party transactions have been adequately addressed; and (vii) the
execution and delivery of certain ancillary agreements.
The obligations of the Company to consummate the Transactions are subject to
certain additional conditions at or prior to the Closing, including (i) the
accuracy of certain representations and warranties of Registrant except, with
respect to certain representations and warranties, where the failure of such
representations and warranties to be true and correct does not result in a SPAC
Material Adverse Effect; (ii) the performance or compliance in all material
respects with all agreements and covenants required by the Business Combination
Agreement; (iii) the Registrant's delivery to the Company of certifications as
to the satisfaction of the conditions; (iv) the absence of a SPAC Material
Adverse Effect; (v) the execution and delivery of certain ancillary agreements.
Representations and Warranties
The Business Combination Agreement contains customary representations and
warranties of the Company, Registrant, Holdco and Merger Sub relating to, among
other things, their ability to enter into the Business Combination Agreement and
the Ancillary Agreements to which they are party and their outstanding
capitalization. The representations and warranties of the parties contained in
the Business Combination Agreement will terminate and be of no further force and
effect as of the closing of the Transactions.
Covenants
The Business Combination Agreement contains customary covenants of the parties,
including, among others, covenants providing for (i) the operation of the
parties' respective businesses prior to consummation of the Transactions, (ii)
the parties' efforts to satisfy conditions to consummate the Transactions, (iii)
Registrant, Company and Holdco preparing and Holdco filing a registration
statement containing a proxy statement/prospectus for the purpose of soliciting
proxies from Registrant's shareholders to vote in favor of certain matters and
registering under the Securities Act of 1933, as amended (the "Securities Act")
the Holdco Ordinary Shares to be issued in connection with the Merger, (iv) the
protection of, and access to, confidential information of the parties and (v)
the parties' efforts to obtain necessary approvals from Governmental
Authorities, if any. The covenants of the parties contained in the Business
Combination Agreement will terminate and be of no further force and effect as of
the Closing of the Transactions, except for those covenants that by their terms
require performance after the Closing.
2
Termination
The Business Combination Agreement may be terminated and the Transactions may be
abandoned at any time prior to the date on which the Merger is effective in
accordance with applicable laws (the "Merger Effective Time"), notwithstanding
any requisite approval and adoption of the Business Combination Agreement and
the Transactions by the shareholders of the Registrant, (i) by mutual written
consent of Registrant and the Company; (ii) by either Registrant or the Company
if the Merger Effective Time shall not have occurred prior to the later of (x)
5:00 p.m. (New York time) on July 12, 2022 and (y) the last day of the extended
time period that the SPAC is able, under its organization documents, to
consummate a business combination if SPAC successfully extends such date; (iii)
. . .
Item 7.01 Regulation FD Disclosure.
On June 15, 2022, SPAC and the Company issued a joint press release announcing
the execution of the Business Combination Agreement, which is attached hereto as
Exhibit 99.1 and incorporated by reference herein. The investor presentation
dated June 2022 that SPAC and the Company have prepared for use in connection
with the announcement of the Transactions is attached hereto as Exhibit 99.2 and
incorporated by reference herein. A script of the management remarks made during
the announcement conference call is attached hereto as Exhibit 99.3 and is
incorporated by reference herein.
The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, shall
not be deemed to be filed for purposes of Section 18 of the Exchange Act, or
otherwise be subject to the liabilities of that section, nor shall it be deemed
to be incorporated by reference in any filing under the Securities Act or the
Exchange Act.
Additional Information and Where to Find It
In connection with the Transactions, Holdco which is expected to become the
holding company of the Company and SPAC, is expected to file a registration
statement on Form F-4 (the "Form F-4") with the SEC that will include a proxy
statement of SPAC that will also constitute a prospectus of Holdco. Each of
SPAC, the Company and Holdco urge investors, shareholders and other interested
persons to read, when available, the Form F-4, including the preliminary proxy
statement/prospectus and amendments thereto and the definitive proxy
statement/prospectus and documents incorporated by reference therein, as well as
other documents filed with the SEC in connection with the Transactions, as these
materials will contain important information about Holdco, the Company, SPAC and
the Transactions. Such persons can also read SPAC's Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, for a description of the security
holdings of SPAC's officers and directors and their respective interests as
security holders in the consummation of the Transactions. When available, the
definitive proxy statement/prospectus will be mailed to SPAC's shareholders.
Shareholders will also be able to obtain copies of such documents, without
charge, once available, at the SEC's website at www.sec.gov, or by directing a
request to: LightJump Acquisition Corporation, 2735 Sand Hill Road, Suite 110,
Menlo Park, CA 94025.
Participants in Solicitation
SPAC, Holdco and the Company and their respective directors, executive officers
and other members of their management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of SPAC's shareholders
in connection with the Transactions. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of
SPAC's directors and executive officers in SPAC's Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, which was filed with the SEC on April
12, 2022. Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies of SPAC's shareholders in connection
with the Transactions will be set forth in the proxy statement/prospectus for
the Transactions when available. Information concerning the interests of SPAC's
participants in the solicitation, which may, in some cases, be different than
those of SPAC's equity holders generally, will be set forth in the proxy
statement/prospectus relating to the Transactions when it becomes available.
5
Forward-Looking Statements
This 8-K contains certain forward-looking statements within the meaning of the
federal securities laws, including statements regarding the benefits of the
Transactions, the anticipated timing of the Transactions and the products
offered by the Company and the markets in which it operates Forward-looking
statements may be identified by the use of words such as "forecast," "intend,"
"seek," "target," "anticipate," "believe," "expect," "estimate," "plan,"
"outlook," and "project" and other similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. Such
forward-looking statements also include the expected gross cash proceeds from
the transaction; expected future capitalization; the expected listing of the
shares of Holdco and the closing of the transaction; the growth of Holdco's
business and its ability to realize expected results; the business model of
Holdco relating to any partnerships, commercial contracts, regulatory approvals
or patent filings; the viability of its growth and commercial strategy; the
success, cost and timing of its product development abilities; and the
advantages and potential of Holdco's technology and products, including in
comparison to competing technologies and products and trends and developments in
the industry. Such statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 and are based on
management's belief or interpretation of information currently available.
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this document, including, but not limited to: (i) the risk that the transaction
may not be completed in a timely manner or at all, which may adversely affect
the price of SPAC's securities, (ii) the risk that the transaction may not be
completed by SPAC's business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought by SPAC,
(iii) the failure to satisfy the conditions to the consummation of the
Transactions, including the adoption of the Business Combination Agreement by
the shareholders of SPAC, the satisfaction of the minimum trust account amount
following redemptions by SPAC's public shareholders and the receipt of certain
governmental and regulatory approvals, (iv) the lack of a third party valuation
in determining whether or not to pursue the Transactions, (v) the occurrence of
any event, change or other circumstance that could give rise to the termination
of the Business Combination Agreement, (vi) the impact of COVID-19 on the
Company's business and/or the ability of the parties to complete the
Transactions; (vii) the effect of the announcement or pendency of the
Transactions on the Company's business relationships, performance, and business
generally, (viii) risks that the Transactions disrupt current plans and
operations of the Company and potential difficulties in the Company's employee
retention as a result of the Transactions, (ix) the outcome of any legal
proceedings that may be instituted against the Company, Holdco or SPAC related
to the Business Combination Agreement or the Transactions, (x) the ability to
maintain the listing of SPAC's securities on the NASDAQ Stock Market, (xi) the
price of SPAC's and the post-combination company's securities may be volatile
due to a variety of factors, including changes in the competitive and highly
regulated industries in which the Company operates, variations in performance
across competitors, changes in laws and regulations affecting the Company's
business and changes in the combined capital structure, (xii) the ability to
implement business plans, forecasts, and other expectations after the completion
of the Transactions, and identify and realize additional opportunities, (xiii)
the risk of downturns and the possibility of rapid change in the highly
competitive industry in which the Company operates, (xiv) the risk that the
Company and its current and future collaborators are unable to successfully
develop and commercialize the Company's products, or experience significant
delays in doing so, (xv) the risk that the post-combination company may never
achieve or sustain profitability; (xvi) the risk that the post-combination
company will need to raise additional capital to execute its business plan,
which may not be available on acceptable terms or at all; (xvii) the risk that
the post-combination company experiences difficulties in managing its growth and
expanding operations, (xviii) the risk that third-parties suppliers and
manufacturers are not able to fully and timely meet their obligations; (xix) the
risk of product liability or regulatory lawsuits or proceedings relating to the
Company's products and services; (xxii) the risk that the Company is unable to
secure or protect its intellectual property; and (xxiii) the risk that the
post-combination company's securities will not be approved for listing on the
NASDAQ Stock Market or if approved, maintain the listing. The foregoing list of
factors is not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the "Risk Factors" section of
SPAC's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the
registration statement on Form S-1 related to SPAC's initial public offering,
the proxy statement/prospectus discussed above and other documents filed by SPAC
from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and Holdco,
the Company and SPAC assume no obligation and do not intend to update or revise
. . .
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