Moolec Science Ltd. (“Moolec Science”, “Moolec”), a science-based
food ingredient company focused on the use of Molecular Farming
technology; and LightJump Acquisition Corp. (Nasdaq: LJAQ;
“LightJump”), a publicly traded special purpose acquisition
company, today announced the filing of a registration statement on
Form F-4 (the “Registration Statement”) by Moolec Science SA (the
“Combined Company”), which contains a preliminary proxy
statement/prospectus, with the U.S. Securities and Exchange
Commission (“SEC”) in connection with their recently proposed
business combination. While the Registration Statement, which can
be found here, has not yet become effective, and the information
contained therein is subject to change, it provides important
information about Moolec’s business and operations, proposed
business combination with LightJump and the proposals to be
considered by LightJump’s stockholders.
Completion of the proposed business combination,
which is expected to close by the end of 2022, is subject to the
Registration Statement being declared effective by the SEC,
approval by LightJump’s stockholders, and other customary closing
conditions. The Combined Company, will be led by Mr. Gastón
Paladini, Chief Executive Officer and Co-Founder of Moolec Science.
Upon completion of the transaction, the Company is expected to
become a public company listed on Nasdaq under the ticker symbol
“MLEC”.
The business combination sets the Combined
Company’s proforma equity value at $394 million and as a result of
the transaction, the Combined Company is expected to be funded with
approximately $27 million in cash proceeds held in LightJump’s
trust account, assuming no further LightJump shareholders exercise
their redemption rights at closing and before transaction-related
expenses. In addition, LightJump has entered into a backstop
agreement with entities affiliated with Moolec to guarantee a
minimum of $10 million at closing.
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 food 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, including under Bioceres Group prior to Moolec’s
inception, 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
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 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
Combined Company, filed a registration statement on Form F-4 (the
“Form F-4”) with the SEC that includes 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
stockholder meeting of LightJump Acquisition Corp. to vote on the
proposed transaction. Stockholders of LightJump Acquisition Corp.
and other interested persons are encouraged 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 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 stockholders of
LightJump Acquisition Corp. as of a record date to be established
for voting on the proposed transaction. Once available,
stockholders 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, 2021, 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 the 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 Jonescomms@moolecscience.com
Edmond LococoMoolecPR@icrinc.com
Moolec Science and LightJump Investor
Contact
Martín Taraciuk ir@moolecscience.com
Michael Bowen, ICR, LLCMoolecIR@icrinc.com
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