Moolec Science Ltd. (“Moolec Science”, “Moolec”), a science-based
food ingredient company; and LightJump Acquisition Corp. (Nasdaq:
LJAQ; “LightJump”), a publicly traded special purpose acquisition
company, announced today the entry into a definitive agreement for
a business combination that would result in Moolec Science SA (the
“Company”), a newly created affiliate of Moolec incorporated in
Luxembourg, becoming a publicly listed company. Pursuant to the
transactions contemplated by the business combination agreement,
Moolec and LightJump will ultimately become wholly-owned
subsidiaries of the Company (the “Combined Company”). The
transaction is expected to be completed in the second half of 2022
and upon closing the Company is expected to be listed on Nasdaq
under the ticker symbol “MLEC”.
Moolec is a Molecular Farming pioneer in the new
food industry that uses plants to produce real animal proteins.
Molecular Farming enables the synthesis of real 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
animal-free protein alternatives.
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, 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.
The Company's first two products are Chymosin
SPC, a bovine protein expressed in safflower that has curdling
applications in the cheese industry, and gamma-linoleic acid (GLA),
a nutritional oil technology sourced from Bioceres Crop Solutions.
Both products have been cleared by regulatory authorities and the
Company is currently ramping up seed inventories. Upon completion
of corner stone milestones in these two products, Moolec has
accelerated product development efforts to widen its technology
reach, by using the two crops that are most broadly used as protein
alternatives – soy and peas – to develop actual meat proteins.
In addition, Moolec's Molecular Farming platform
has the potential to modify and enhance other plants using animal
proteins, which could allow the Company to possibly consider other
market opportunities. Such possible market opportunities include
milk, egg, chicken and fish replacements, or other alternative
biomaterials and cosmetics.
“Moolec Science is a category creator in the
alternative protein landscape. Our Molecular Farming technology
focuses on providing real animal proteins without using any
animals, based on the genetic engineering of seeds to produce
proteins the same way animals do,” said Gastón Paladini, Chief
Executive Officer and Co-Founder. “As fourth generation of a family
business that is one of the largest meat players in the Southern
Cone, I have first-hand knowledge of the challenges faced by the
industry. Moolec's goal is to use science in food to overcome
current global food security issues, building a more sustainable,
resilient, and equitable food system.”
“LightJump Acquisition Corp. is excited to be
partnering with Moolec Science, a FoodTech pioneer in Molecular
Farming,” said Robert Bennett, Chief Executive Officer of LightJump
Acquisition Corp. “We believe Moolec’s differentiated technology
platform will be able to address the worldwide growing demand for
animal proteins, while delivering them at a small fraction of the
cost and environmental impact of existing approaches. We are
committed to working alongside Moolec’s outstanding management team
to support its expansion plans and its transition to becoming a
Nasdaq-listed company.”
“Bioceres Crop Solutions’ mission is to develop
and bring to market technologies that can help agriculture
transition towards carbon neutrality. We want to do this while
increasing productivity, so that protecting our planet does not
come at a cost to farmers or consumers. In this quest, we have
developed unique technologies for drought tolerance and
biologically enhanced nutrition, protection, and health for several
major crops. Now, this is only part of the answer. Preserving
resources is also about doing more with what is currently being
produced, and here is where molecular farming is very powerful.
Moolec is leading this life sciences’ category by engineering
soybeans and other crops to directly produce key animal proteins,
getting us a step closer to where we need to be,” said Federico
Trucco, Bioceres Crop Solutions’ CEO.
Transaction Overview
The Moolec Science LightJump Acquisition Corp.
business combination sets the Company’s proforma equity value at
$504 million. As a result of the transaction, the Combined Company
is expected to be funded with $138 million cash held in LightJump’s
trust account, assuming no LightJump shareholders exercise their
redemption rights at closing and before payment of transaction
expenses. In addition, LightJump has entered into a backstop
agreement with entities affiliated with Moolec to guarantee a
minimum of $10 million at closing.
Under the terms of the proposed transaction: (i)
the current shareholders of Moolec will contribute all of their
shares of Moolec to the Company in exchange for ordinary shares of
the Company and (ii) LightJump will merge with a newly formed
wholly owned subsidiary of the Company and LightJump’s ordinary
shares and warrants will be exchanged for ordinary shares and
warrants of the Company. This will result in Moolec and LightJump
being wholly owned subsidiaries of the Company.
Cash proceeds raised in connection with the
transaction will primarily be used to accelerate the
commercialization of late-stage products, Chymosin and GLA;
expansion of R&D & Regulatory Approval efforts for the
existing product pipeline; funding for team expansion and general
corporate expenses; and organic & inorganic growth
opportunities.
The boards of directors of LightJump and Moolec
have approved the proposed transaction. Completion of the proposed
transaction is subject to shareholder approval of LightJump and
other customary closing conditions, including a registration
statement being declared effective by the U.S. Securities and
Exchange Commission (the “SEC”). The transaction is expected to be
completed in the second half of 2022.
On June 8, 2022, LightJump Acquisition Corp.
filed with the SEC a preliminary proxy statement in connection with
a proposal to extend the date by which LightJump must consummate a
business combination.
Additional information about the proposed
transaction, including a copy of the business combination agreement
and investor presentation, will be provided in a Current Report on
Form 8-K to be filed by LightJump Acquisition Corp. with the SEC
and available at www.sec.gov. In addition, LightJump intends to
file a proxy statement/registration statement which will form part
of the Form F-4 to be filed by the Company with the SEC (the “Form
F-4”) and will file other documents regarding the proposed
transaction with the SEC.
Advisors
EarlyBird Capital, a boutique investment bank,
acted as financial advisor to LightJump. Linklaters LLP acted as
legal counsel to Moolec, and K&L Gates LLP acted as legal
counsel to LightJump in the transaction.
Investor Conference Call
Information
Moolec Science and LightJump Acquisition Corp.
will host a joint investor conference call to discuss the proposed
transaction today, June 15, 2022 at 8:30 am ET. To listen to the
prepared remarks via webcast, please visit
www.lightjumpcap.com/investor-conference-call-video. A replay of
the call will be available at the same link as well as on LightJump
Acquisition Corp.’s website at www.lightjumpcap.com through
September 30, 2022, at 11:59 pm ET.
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.
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.
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
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 to be filed with the SEC by the
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.
Important Additional Information
Regarding the Transaction Will Be Filed With the SEC
In connection with the proposed transaction, the
Company is expected to file a registration statement on Form F-4
with the SEC that will include a prospectus with respect to the
Company’s securities to be issued in connection with the proposed
transaction and a proxy statement with respect to the shareholder
meeting of LightJump Acquisition Corp. to vote on the proposed
transaction. Shareholders of LightJump Acquisition Corp. and other
interested persons are encouraged 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 to be filed with the SEC in connection with the proposed
transaction because these documents will contain important
information about LightJump Acquisition Corp., Moolec Science, and
the proposed transaction. After the registration statement is
declared effective, the definitive proxy statement/prospectus to be
included in the registration statement will be mailed to
shareholders of LightJump Acquisition Corp. as of a record date to
be established for voting on the proposed transaction. Once
available, shareholders of LightJump Acquisition Corp. will also be
able to obtain a copy of the F-4, including the proxy
statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: 101 Natoma St., 2F, San
Francisco, CA 94105. The preliminary and definitive proxy
statement/prospectus to be included in the registration statement,
once available, can also be obtained, without charge, at the SEC’s
website www.sec.gov.
Participants in the
Solicitation
The Company and Moolec Science and their
respective directors and executive officers may be considered
participants in the solicitation of proxies with respect to the
potential transaction described in this communication under the
rules of the SEC. Information about the directors and executive
officers of LightJump Acquisition Corp. and their ownership is set
forth in LightJump Acquisition Corp. ’s filings with the SEC,
including its Form 10-K for the year ended December 31, 2020 and
subsequent filings under section 16 of the Exchange Act or on Form
10-Q. Additional information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of
LightJump Acquisition Corp.’s shareholders in connection with the
potential transaction will be set forth in the registration
statement containing the preliminary proxy statement/prospectus
when those are filed with the SEC. These documents are available
free of charge at the SEC’s website at www.sec.gov or by directing
a request to: 101 Natoma St., 2F, San Francisco, CA 94105.
No Offer or Solicitation
This communication is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the potential transaction and does
not constitute an offer to sell or a solicitation of an offer to
buy any securities of Company or Moolec Science, 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 the Securities
Act.
Moolec Science Media
Contacts
- Catalina Jones
comms@moolecscience.com
- Edmond
LococoMoolecPR@icrinc.com
Moolec Science and LightJump Acquisition
Corp. Investor Contact:
- Michael Bowen, ICR,
LLCMoolecIR@icrinc.com
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