UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 27, 2022, LightJump Acquisition Corporation, a Delaware corporation (the “Company”, also referred to as “LightJump,” “us” and “we”), held a special meeting of its stockholders (the “Special Meeting”) in connection with the proposed business combination (the “Business Combination”) contemplated by the business combination agreement entered into by and among the Company, Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (“Moolec”), 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 (the “Combined Company” or “Holdco”) and Moolec Acquisition, Inc., a Delaware corporation (“Merger Sub”).
At the Special Meeting, a total of 5,828,619 (or 91.97%) of the Company’s issued and outstanding shares of common stock held of record as of November 10, 2022, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the Special Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below. All capitalized terms used herein but not otherwise defined herein shall have the meanings used in the proxy statement/prospectus on file with the Securities and Commission Exchange (the “SEC”) as of December 5, 2022.
(1) The Business Combination Proposal – To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of June 14, 2022, as amended on November 18, 2022 and as may be further amended from time to time, by and among LightJump, Moolec, Holdco and Merger Sub and the transactions contemplated thereby, and the Business Combination.
FOR | AGAINST | ABSTAIN | ||||||||
5,559,786 | 268,833 | 0 |
(2) The Adjournment Proposal – To consider and vote upon a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or the LightJump Holders, as defined in the proxy statement/prospectus. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal.
FOR | AGAINST | ABSTAIN | ||||||||
5,559,786 | 268,833 | 4,000 |
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Item 8.01 Other Events.
As of 5:00pm Eastern Time on December 27, 2022, a total of 2,716,176 shares of the Company’s issued and outstanding common stock had been presented for redemption in connection with the Special Meeting.
On December 27, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Forward Looking Statements
This information in the Current Report on Form 8-K includes contains “forward-looking statements” within the meaning of the federal securities laws. 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. For example, statements concerning the following include forward-looking statements: the growth of Moolec’s business and its ability to realize expected results; the business model of Moolec relating to any partnerships, commercial contracts, regulatory approvals or patent filings; the viability of its growth and commercial strategy; financial projections; the success, cost and timing of its product development abilities; the advantages and potential of Moolec’s technology and products, including in comparison to competing technologies and products; trends and developments in the industry; the addressable market; the contemplated transaction among Moolec and LightJump; Moolec’s addressable market; and the potential effects of the business combination among Moolec and LightJump. Such forward-looking statements with respect to performance, prospects, revenues, and other aspects of the business of Moolec or LightJump 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. Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors, about which we cannot be certain. These factors include, but are not limited to: (1) the inability to complete the transactions contemplated by the proposed business combination, resulting in the Combined Company with the expectation to be listed on Nasdaq; (2) the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (3) the inability to successfully retain or recruits officers, key employees, or directors following the proposed business combination; (4) effects on LightJump’s public securities’ liquidity and trading; (5) the market’s reaction to the proposed business combination; (6) the lack of a market for LightJump’s securities; (7) Moolec’s and LightJump’s financial performance following the proposed business combination; (8) costs related to the proposed business combination; (9) changes in applicable laws or regulations; (10) the possibility that LightJump or Moolec may be adversely affected by other economic, business, and/or competitive factors; (11) the risk that Moolec is unable to successfully develop and commercialize Moolec’s products or services or experience significant delays; (12) the risk of product liability or regulatory lawsuits relating to Moolec’s products and services; (13) the risk that Moolec is unable to secure or protect its intellectual property; (14) the ability to maintain the listing of LightJump’s securities on Nasdaq and (15) the ability for the Combined Company’s securities to be approved for listing on Nasdaq or if approved, maintain the listing. The foregoing list of factors is not complete or exhaustive. You should carefully consider the foregoing factors as well as other risks and uncertainties described in the “Risk Factors” section of LightJump’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in the final prospectus of LightJump related to its initial public offering filed with the SEC. You should also carefully consider the other risks and uncertainties indicated from time to time in documents filed or to be filed with the SEC by LightJump and the Form F-4 and proxy statement filed with the SEC by the Combined Company and LightJump. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, you should not put undue reliance on these statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release, dated December 27, 2022 | |
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: December 27, 2022 | By: | /s/ Robert Bennett | |
Name: | Robert Bennett | ||
Title: | Chief Executive Officer |
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Exhibit 99.1
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Moolec Science
Ltd. Announces LightJump Acquisition Company’s Shareholder Approval for Business Combination
on Tuesday, December 27
● | Moolec Science is a category creator in the alternative protein ecosystem using Molecular Farming, a disruptive technology producing animal proteins with plants. |
● | Following the closing of the Business Combination, the Combined Company’s shares are expected to trade on the Nasdaq Capital Market under ticker “MLEC”. |
● | Moolec Science expects to close the business combination on December 30, 2022, subject to customary closing conditions. |
United Kingdom, December 28, 2022 - Moolec Science Ltd. (“Moolec” or the “Company”), a science-based food ingredient company focused on producing animal proteins in plants through Molecular Farming, and LightJump Acquisition Corporation (Nasdaq: LJAQ; “LightJump”), a publicly traded special purpose acquisition company, today announced that their previously announced business combination (the “Business Combination”) was approved at a special meeting of stockholders (the “Special Meeting”) of LightJump on December 27, 2022. Approximately 92% of the votes cast at the Special Meeting were in favor of the Business Combination. LightJump plans to file the results of the Special Meeting, as tabulated by an independent inspector of elections, on a Form 8-K with the Securities and Exchange Commission (the “SEC”).
Subject to the satisfaction of customary closing conditions, the transaction is expected to close on December 30, 2022. The combined company will be Moolec Science SA (the “Combined Company”), and its shares and warrants are expected to begin trading on the Nasdaq under the symbols “MLEC” and “MLECW”, respectively, starting January 2023.
Moolec is a Molecular Farming pioneer in the new food industry that uses plants to produce animal proteins. Molecular Farming technology enables the synthesis of animal proteins’ DNA in any seed crop, carefully selecting each protein for its ability to add value in terms of a targeted functionality trait such as clotting, taste, texture, or nutritional value. The resulting proteins can then be used as ingredients in consumer food products providing tastier, more functional, and affordable cruelty-free protein alternatives.
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Molecular Farming is unique in its ability to capitalize on the scale that extensive agriculture entails to achieve affordability. It is also cost-efficient because it leverages biology, using plants and their inputs –sun energy, water, and soil– as small factories for the production of animal proteins. The plants are grown through traditional farming practices that result in economies of scale through high productivity volume production.
Moolec’s Molecular Farming platform has the potential to modify and enhance other plants using animal proteins, which could allow the Combined Company to possibly consider other market opportunities.
Moolec is backed by Nasdaq-listed Bioceres Crop Solutions Corp. (Nasdaq: BIOX), a fully integrated provider of crop productivity solutions enabling the transition to a carbon neutral agriculture; Theo I SCSp, a life sciences venture capital enterprise; and Union Group, a private equity management firm.
Commenting on today’s announcement, Moolec’s Chief Executive Officer, Director, and Co-Founder, Gastón Paladini said, “This is a very proud moment for Moolec Science, as we are expecting to be the first Molecular Farming food-tech company in the public markets. It is a step forward in the use of science in food that will help overcome the current worldwide food security crisis.”
About Moolec Science
Moolec is a science-based ingredient company focused on producing real animal proteins in plants through Molecular Farming, a disruptive technology in the alternative protein landscape. Its purpose is to upgrade taste, nutrition, and affordability of alternative protein products while building a more sustainable and equitable food system. The company’s technological approach aims to have the cost structure of plant-based solutions with the organoleptic properties and functionality of animal-based ones. Moolec’s technology has been under development for more than a decade and is known for pioneering the production of a bovine protein in a crop for the food industry. Moolec is run by a diverse team of Ph.Ds and Food Insiders, and operates in the United States, Europe, and South America. For more information, visit www.moolecscience.com.
About LightJump Acquisition Corp.
LightJump is a Delaware blank check company incorporated on July 28, 2020, formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. For more information, visit www.lightjumpcap.com/lightjump-acquisition-corp.
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Forward-Looking Statements
This press release contains “forward-looking statements.” 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. For example, statements concerning the following include forward-looking statements: the growth of Moolec’s business and its ability to realize expected results; the business model of Moolec relating to any partnerships, commercial contracts, regulatory approvals or patent filings; the viability of its growth and commercial strategy; financial projections; the success, cost and timing of its product development abilities; the advantages and potential of Moolec’s technology and products, including in comparison to competing technologies and products; trends and developments in the industry; the addressable market; the contemplated transaction among Moolec and LightJump; Moolec’s addressable market; and the potential effects of the business combination among Moolec and LightJump. Such forward-looking statements with respect to performance, prospects, revenues, and other aspects of the business of Moolec or LightJump 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. Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors, about which we cannot be certain. These factors include, but are not limited to: (1) the inability to complete the transactions contemplated by the proposed business combination, resulting in the Combined Company with the expectation to be listed on Nasdaq; (2) the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (3) the inability to successfully retain or recruits officers, key employees, or directors following the proposed business combination; (4) effects on LightJump’s public securities’ liquidity and trading; (5) the market’s reaction to the proposed business combination; (6) the lack of a market for LightJump’s securities; (7) Moolec’s and LightJump’s financial performance following the proposed business combination; (8) costs related to the proposed business combination; (9) changes in applicable laws or regulations; (10) the possibility that LightJump or Moolec may be adversely affected by other economic, business, and/or competitive factors; (11) the risk that Moolec is unable to successfully develop and commercialize Moolec’s products or services or experience significant delays; (12) the risk of product liability or regulatory lawsuits relating to Moolec’s products and services; (13) the risk that Moolec is unable to secure or protect its intellectual property; (14) the ability to maintain the listing of LightJump’s securities on Nasdaq and (15) the ability for the Combined Company’s securities to be approved for listing on Nasdaq or if approved, maintain the listing. The foregoing list of factors is not complete or exhaustive. You should carefully consider the foregoing factors as well as other risks and uncertainties described in the “Risk Factors” section of LightJump’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in the final prospectus of LightJump related to its initial public offering filed with the SEC. You should also carefully consider the other risks and uncertainties indicated from time to time in documents filed or to be filed with the SEC by LightJump and the Form F-4 and proxy statement filed with the SEC by the Combined Company and LightJump. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, you should not put undue reliance on these statements.
Moolec Science Media Contacts
● | Catalina Jones - comms@moolecscience.com | |
● | Edmond Lococo - MoolecPR@icrinc.com |
Moolec Science and LightJump Investor Contact
● | Martín Taraciuk - ir@moolecscience.com | |
● | Michael Bowen, ICR, LLC - MooleclR@icrinc.com |
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