UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 19, 2021

 

LIGHTJUMP ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware    001-39869    85-2402980
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)  

File Number)

 

  Identification No.)

2735 Sand Hill Road, Suite 110

Menlo Park, CA 94025

(Address of Principal Executive Offices) (Zip Code)

 

(650) 515-3930

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading
Symbol(s) 		  Name of each exchange on
which registered
Units, each consisting of one share of common stock and one-half of one redeemable warrant    LJAQU   The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share    LJAQ   The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share    LJAQW   The Nasdaq 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).

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.  

On February 19, 2021, LightJump Acquisition Corporation (the “Company”) filed a Certificate of Correction to its Amended and Restated Certificate of Incorporation (the “Certificate of Correction”) filed with the Secretary of State of the State of Delaware on January 12, 2021 (the “Amended and Restated Certificate of Incorporation”). The Amended and Restated Certificate of Incorporation inadvertently did not include an accurate amount of total shares of common stock and preferred stock due to a clerical error. The Certificate of Correction corrects this error to the Amended and Restated Certificate of Incorporation by listing the accurate total number of common stock and preferred stock. The corrections made by the Certificate of Correction are retroactively effective as of January 12, 2021, the original filing date of the Amended and Restated Certificate of Incorporation.

 

The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction attached as Exhibit 3.1 hereto.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

 

Exhibit   Description
     
Exhibit No.   Description
3.1   Certificate of Correction to LightJump Acquisition Corporation’s Amended and Restated Certificate of Incorporation filed on January 12, 2021, dated February 19 2021.

 

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

Dated: March 11, 2021

 

  LIGHTJUMP  ACQUISITION CORP.
       
  By: /s/ Robert Bennett
    Name:  Robert Bennett
    Title: Chief Executive Officer

 

 

 

Exhibit 3.1

 

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

Lightjump Acquisition Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

1. The name of the corporation is Lightjump Acquisition Corporation.
2. That an amended and restated certificate of incorporation was filed by the Secretary of State of Delaware on January 12, 2021 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate is due to a clerical error. The total number of shares was shown to be 101,000,000 shares, of which 100,000,000 shares was shown to be common stock and 1,000,000 was shown to be preferred. The total number of shares should have been 100,000,000, of which 99,000,000 shares should have been common stock and 1,000,000 shares should have been preferred stock.
4. Article IV of the Certificate is corrected to read as follows:

Article IV

CAPITALIZATION

The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 100,000,000 of which 99,000,000 shares shall be common stock of the par value of $0.0001 per share (the “Common Stock”) and 1,000,000 shares shall be Preferred Stock of the par value of $0.0001 per share (the “Preferred Stock”).

 

Section 1.                Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.

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IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction this 19th day of February, A.D. 2021.

By: /s/ Robert Bennett  
 

Name: Robert Bennett

Title: Chief Executive Officer

 

 

 

 

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