Item 7.01. Regulation FD Disclosure.
As previously disclosed, 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"), pursuant to which Merger Sub will merge with and into SPAC, with
SPAC surviving such merger and becoming a direct wholly-owned subsidiary of
Holdco (the "Merger," together with the other transactions related thereto, the
"Transactions").
Attached as Exhibit 99.1 to this Current Report on Form 8-K is an updated
investor presentation relating to the Transactions.
The information set forth in this Item 7.01, including the exhibit attached
hereto, 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 they 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 filed a registration statement on
Form F-4 (the "Form F-4") with the SEC which includes a proxy statement of SPAC
that also constitutes a prospectus of Holdco. Each of SPAC, the Company and
Holdco urge investors, shareholders and other interested persons to read 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.
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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, (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 occurrence of any event, change or other circumstance that
could give rise to the termination of the Business Combination Agreement, (v)
the impact of COVID-19 on the Company's business and/or the ability of the
parties to complete the Transactions; (vi) the effect of the announcement or
pendency of the Transactions on the Company's business relationships,
performance, and business generally, (vii) 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, (viii) 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, (ix) the
ability to maintain the listing of SPAC's securities on the NASDAQ Stock Market,
(x) 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, (xi) the
ability to implement business plans, forecasts, and other expectations after the
completion of the Transactions, and identify and realize additional
opportunities, (xii) the risk of downturns and the possibility of rapid change
in the highly competitive industry in which the Company operates, (xiii) 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, (xiv) the risk that the post-combination company
may never achieve or sustain profitability; (xv) 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; (xvi)
the risk that the post-combination company experiences difficulties in managing
its growth and expanding operations, (xvii) the risk that third-parties
suppliers and manufacturers are not able to fully and timely meet their
obligations; (xviii) the risk of product liability or regulatory lawsuits or
proceedings relating to the Company's products and services; (xix) the risk that
the Company is unable to secure or protect its intellectual property; and (xx)
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 these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither Holdco, the Company nor SPAC
gives any assurance that either Holdco, the Company or SPAC will achieve its
expectations.
No Offer or Solicitation
This 8-K is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Transactions
and shall not constitute an offer to sell or a solicitation of an offer to buy
the securities of SPAC, the Company or Holdco, nor shall there be any sale of
any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act, or exemptions therefrom.
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