Current Report Filing (8-k)
28 Dezembro 2022 - 9:26AM
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2022-12-27
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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):
December 27, 2022
LightJump
Acquisition Corporation
(Exact name of Registrant as Specified in Its
Charter)
Delaware |
|
001-39869 |
|
85-2402980 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2735 Sand
Hill Road, Suite 110
Menlo
Park, CA 94025
(Address of Principal Executive Offices, including
Zip Code)
(650)
515-3930
(Registrant’s Telephone Number, Including
Area Code)
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 Instructions 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 |
|
Name of 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 5.07 Submission
of Matters to a Vote of Security Holders.
On December 27, 2022,
LightJump Acquisition Corporation, a Delaware corporation (the “Company”, also referred to as “LightJump,” “us”
and “we”), held a special meeting of its stockholders (the “Special Meeting”) in connection with the proposed
business combination (the “Business Combination”) contemplated by the business combination agreement entered into by and among
the Company, Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (“Moolec”),
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 (the “Combined Company” or “Holdco”) and Moolec Acquisition, Inc., a Delaware corporation (“Merger
Sub”).
At the Special Meeting,
a total of 5,828,619 (or 91.97%) of the Company’s issued and outstanding shares of common stock held of record as of November 10,
2022, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s
stockholders voted on the following proposals at the Special Meeting, each of which was approved. The final vote tabulation for each proposal
is set forth below. All capitalized terms used herein but not otherwise defined herein shall have the meanings used in the proxy statement/prospectus
on file with the Securities and Commission Exchange (the “SEC”) as of December 5, 2022.
(1) The Business Combination
Proposal – To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of June 14,
2022, as amended on November 18, 2022 and as may be further amended from time to time, by and among LightJump, Moolec, Holdco and
Merger Sub and the transactions contemplated thereby, and the Business Combination.
FOR | | |
AGAINST | | |
ABSTAIN | |
| 5,559,786 | | |
| 268,833 | | |
| 0 | |
(2) The Adjournment
Proposal – To consider and vote upon a proposal to adjourn the special meeting of stockholders to a later date or dates, if
necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting
of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or the LightJump
Holders, as defined in the proxy statement/prospectus. This proposal will only be presented at the Special Meeting if there are not
sufficient votes to approve the Business Combination Proposal.
FOR | | |
AGAINST | | |
ABSTAIN | |
| 5,559,786 | | |
| 268,833 | | |
| 4,000 | |
Item 8.01 Other Events.
As of 5:00pm Eastern Time on December 27, 2022,
a total of 2,716,176 shares of the Company’s issued and outstanding common stock had been presented for redemption in connection
with the Special Meeting.
On December 27, 2022, the Company issued a press
release announcing the results of the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated
herein by reference.
Forward Looking Statements
This information in the Current Report on Form
8-K includes contains “forward-looking statements” within the meaning of the federal securities laws. 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 filed with the SEC by the
Combined 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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 thereunto duly authorized.
|
LIGHTJUMP ACQUISITION CORPORATION |
|
|
|
Date: December 27, 2022 |
By: |
/s/ Robert Bennett |
|
|
Name: |
Robert Bennett |
|
|
Title: |
Chief Executive Officer |
3
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