Item 1.01. Entry into a Material Definitive Agreement.
On January 8, 2021, the Registration Statement on Form S-1, as amended (File No.
333- 251435) (the "Registration Statement") relating to the initial public
offering of units of LightJump Acquisition Corporation (the "Company") was
declared effective by the Securities and Exchange Commission ("SEC").
In connection with the consummation of the IPO (defined below), the Company
entered into an Underwriting Agreement and various other agreements filed as
exhibits to the Registration Statement and filed an amended and restated
certificate of incorporation with the Secretary of the State of Delaware on
January 12, 2021. The material terms of such agreements and the amended and
restated certificate of incorporation are fully described in the Company's final
prospectus, dated January 8, 2021, as filed with the SEC on January 12, 2021.
The executed agreements and amended and restated certificate of incorporation
are filed as exhibits to this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 8.01 of this Form 8-K is incorporated by
reference into this Item 3.02.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
The information set forth in Item 1.01 of this Form 8-K is incorporated by
reference into this Item 5.03.
Item 8.01. Other Events.
On January 12, 2021, the Company consummated its initial public offering ("IPO")
of 12,000,000 of its units ("Units"). Each Unit consists of one share of common
stock, $0.0001 par value per share ("Common Stock"), and one-half of one warrant
("Warrant"), with each whole Warrant entitling the holder to purchase one share
of Common Stock at a price of $11.50 per share. The Units were sold at an
offering price of $10.00 per Unit, generating gross proceeds of $120,000,000.
Simultaneously with the consummation of the IPO, the Company consummated the
private placement ("Private Placement") of 3,850,000 warrants ("Private
Warrants") at a price of $1.00 per Private Warrant, generating total proceeds of
$3,850,000, to certain of the Company's initial stockholders and certain funds
and accounts managed by the Company. The Private Warrants are identical to the
Warrants sold in the IPO, except that the Private Warrants are non-redeemable
and may be exercised for cash or on a cashless basis, in each case so long as
they continue to be held by the initial purchasers or their permitted
transferees. The purchasers of the Private Warrants have agreed not to transfer,
assign or sell any of the securities purchased in the Private Placement,
including the underlying shares of Common Stock (except to certain permitted
transferees), until after the consummation of the Company's initial business
combination.
An audited balance sheet as of January 12, 2021 reflecting receipt of the
proceeds received by the Company in connection with the consummation of the IPO
and the Private Placement has been issued by the Company and is included as
Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release
issued by the Company announcing the consummation of the IPO and Private
Placement is included as Exhibit 99.2 to this Current Report on Form 8-K.
On January 15, 2021, the Company consummated the sale of an additional 360,000
Private Warrants pursuant to the underwriter's exercise of its over-allotment
option to purchase 1,800,000 additional Units for gross proceeds of $18,000,000.
The Private Warrants were sold at $1.00 per Private Warrant, generating
additional gross proceeds of $360,000. Following the closing of the
over-allotment option, an aggregate amount of $138,000,000 was placed in the
Company's trust account established in connection with the IPO.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
Exhibit Description
Exhibit No. Description
1.1 Underwriting Agreement between the Company and EarlyBirdCapital,
Inc. as representative of the underwriters.
1.2 Business Combination Marketing Agreement between the Company and
EarlyBirdCapital, Inc.
3.1 Amended and Restated Certificate of Incorporation.
4.1 Warrant Agreement between Continental Stock Transfer & Trust
Company and the Company.
10.1 Investment Management Trust Agreement between Continental Stock
Transfer & Trust Company and the Company.
10.2 Registration Rights Agreement between the Company and
EarlyBirdCapital, Inc.
10.3 Subscription agreement for private warrants by LightJump One
Founders, LLC.
10.4 Stock Escrow Agreement among the Company, LightJump One Founders,
LLC and Continental Stock Transfer & Trust Company.
10.5 Administrative Services Agreement between the Company and
LightJump One Founders, LLC.
99.1 Audited balance sheet.
99.2 Press release announcing closing of IPO and closing of
over-allotment option.
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