Moolec Science Ltd. executed a letter of intent to acquire LightJump Acquisition Corporation (NasdaqCM:LJAQ) from LightJump One Founders, LLC and others in a reverse merger transaction on April 1, 2022. Moolec Science Ltd. entered into a definitive agreement to acquire LightJump Acquisition Corporation from LightJump One Founders, LLC and others for approximately $120 million in a reverse merger transaction on June 14, 2022. The Moolec Science and LightJump Acquisition Corp. business combination sets the CompanyÆs proforma equity value at $504 million. Under the terms of the proposed transaction, the current shareholders of Moolec will contribute all of their shares of Moolec to the Company in exchange for ordinary shares of the combined company. 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 0.66787343. As of November 21, 2022, the exchange will take place based on an exchange ratio of 0.6370485. As a result of the transaction, the combined company is expected to be funded with $138 million cash held in LightJumpÆs trust account, assuming no LightJump shareholders exercise their redemption rights at closing and before payment of transaction expenses. Upon closing, the combined company will be Moolec Science SA (the ôCombined Companyö), and its shares and warrants are expected to begin trading on the Nasdaq under the symbols ôMLECö and ôMLECWö, respectively, starting January 2023. After Closing, the Holdco Board shall be comprised of at least seven (7) directors, which shall comprise of (i) five (5) individuals proposed for appointment by the Company at least five (5) Business Days prior to the Closing Date.
Completion of the proposed transaction is subject to shareholder approval of LightJump, issuance of statutory independent auditor reports, issuance of a financial advisor opinion, Nasdaq listing approval, execution and delivery of certain ancillary agreements, including the Registration Rights and Lock-Up Agreement, LightJumpáhaving at least $5,000,001 of net tangible assets, an agreement for the issuance of the CFO Free Shares in a form acceptable to the CFO, Any waiting period under any Antitrust Laws applicable to the Transactions shall have expired or been earlier terminated, employment agreements, warrant amendment, other ancillary agreements and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the ôSECö). The boards of directors of LightJump and Moolec have unanimously approved the proposed transaction. As of December 27, 2022, the shareholders of LightJump has approved the deal. The transaction is expected to be completed in the second half of 2022. As of October 18, 2022, completion of the transaction is expected to close by the end of 2022. The transaction is expected to close on December 30, 2022.
EarlyBird Capital acted as financial advisor with a service fee of 1.0% and Leib Orlanski, Matthew Ogurick and Robert S. Matlin of K&L Gates LLP acted as legal advisors to LightJump. Gabriel Grossman, RTmy Bonneau, Maxime Bertomeu-Savalle, Joakim-Antoine Charvet, Philippa Gavey, Chris Smale, Alexandra Beidas, Matthew Poulter and Pierre-Emmanuel Perais of Linklaters LLP acted as legal advisors to Moolec. On April 27, 2021, Moolec entered into an engagement letter (the ôNomura Engagement Letterö) with Nomura Securities International, Inc. (ôNomuraö). Pursuant to the terms of the Nomura Engagement Letter, Moolec agreed to engage Nomura as (i) exclusive financial advisor to Moolec in connection with any potential business combination or sale transaction involving Moolec and any other third party that is a special purpose acquisition company. Pursuant to the Nomura Termination Letter, Nomura resigned from, and ceased or refused to act in, every capacity and relationship contemplated under the Nomura Engagement Letter, effective as of April 27, 2022. Scura Partners LLC acted as financial advisor and fairness opinion provider to the board of LightJump. In connection with Scura PartnersÆ services as a financial advisor to the LightJump board of directors, LightJump agreed to pay, and has paid in full, Scura Partners an aggregate fee of $150,000. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to LightJump. LightJump has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the special meeting. LightJump has agreed to pay Advantage Proxy, Inc. a fee of $7,500 for the special meeting related to the Extension Amendment and $10,000 for the special meeting related to the Business Combination.
Moolec Science Ltd. completed the acquisition of LightJump Acquisition Corporation (NasdaqCM:LJAQ) from LightJump One Founders, LLC and others in a reverse merger transaction on December 30, 2022. Beginning January 3, 2023, Moolec ScienceÆs ordinary shares and warrants will begin trading on the Nasdaq Capital Market under the ticker symbols "MLECö and ôMLECWö, respectively. Moolec Science SA began trading ordinary shares and warrants on Nasdaq (under the ticker symbols MLEC and MLECW, respectively) on January 3, 2023.