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): July 8, 2022
LIGHTJUMP ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39869 | 85-2402980 | ||
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) |
|
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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| 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).
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 1.01. Entry into a Material Definitive Agreement.
As previously reported, 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, and Moolec Acquisition, Inc., a Delaware corporation entered into a Business Combination Agreement (the “Business Combination Agreement”).
On July 8, 2022, the Company issued a promissory note (the “Note”) to the sponsor of the SPAC, LightJump One Founders, LLC, a Delaware limited liability company (the “Sponsor”). Pursuant to the Note, the Company agreed to loan to the Sponsor up to an aggregate principal amount of $350,000 (the “Extension Funds”) to deposit into the SPAC’s trust account (the “Trust Account”) in connection with the extension of the SPAC’s termination date from July 12, 2022 to January 12, 2023 (or such earlier date as determined by the Board) (the “Extension”).
The SPAC may draw down from the Extension Funds, at its discretion, to distribute to the holders of the public shares of common stock of the SPAC (“Public Shares”) who elect to have their shares redeemed in connection with the consummation of the Company’s initial business combination.
The Note bears interest at 20.0% per annum and is repayable in full upon the earlier of (i) the consummation of the initial business combination of the SPAC, (ii) the date of the termination of the Business Combination Agreement and (ii) January 12, 2023.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 11, 2022, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must consummate its initial business combination from July 12, 2022 to January 12, 2023.
The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 8, 2022, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the Extension Amendment extending the date by which the Company must consummate its initial business combination from July 12, 2022 to January 12, 2023 (the “Extension Amendment Proposal”).
The final voting results for the Extension Amendment Proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 11,827,386 | 254,342 | 0 | 0 |
Stockholders holding 11,032,790 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $110,507,220.68 (approximately $10.02 per share) will be removed from the Trust Account to pay such holders. Following redemptions, the Company will have 2,767,210 Public Shares outstanding and the aggregate amount remaining in the Trust Account will be $27,993,797.65 (which includes an additional $276,721 contributed by the Sponsor in connection with the Extension).
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are filed with this Form 8-K:
|
Exhibit No. |
Description of Exhibits | |
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: July 13, 2022
| LIGHTJUMP ACQUISITION CORP. | |||
| By: | /s/ Robert Bennett | ||
| Name: | Robert Bennett | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
OF
LIGHTJUMP ACQUISITION CORPORATION
Pursuant to Section 245 of the
Delaware General Corporation Law
LIGHTJUMP ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is Lightjump Acquisition Corporation. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on July 28, 2020 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of 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 was corrected pursuant to a Certificate of Correction filed with the office of the Secretary of State of the State of Delaware on February 19, 2021 (the “Certificate of Correction”). |
| 2. | This Amendment to the Amended and Restated Certificate of Incorporation and Certificate of Correction amends the Amended and Restated Certificate of Incorporation and Certificate of Correction of the Corporation. |
| 3. | This Amendment to the Amended and Restated Certificate of Incorporation and Certificate of Correction was duly adopted by the affirmative vote of the holders of at least a majority of the stock entitled to vote at a meeting of stockholders in accordance with Article XI of the Amended and Restated Certificate of Incorporation, the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). |
| 4. | The text of Section 6 of Article V is hereby amended and restated to read in full as follows: |
| “In the event that the Corporation has not consummated an initial Business Combination by January 12, 2023 (such date being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the IPO Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (which shall be net of taxes payable), by (B) the total number of then outstanding IPO Shares, which redemption will completely extinguish rights of the holders of IPO Shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board of Directors in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.” |
IN WITNESS WHEREOF, Lightjump Acquisition Corporation has caused this Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of this 11th day of July, 2022.
| LIGHTJUMP ACQUISITION CORPORATION | |||
| By: | /s/ Robert M. Bennett | ||
| Name: | Robert M. Bennett | ||
| Title: | Chief Executive Officer | ||