Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, 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
("Holdco"), and Moolec Acquisition, Inc., a Delaware corporation ("Merger Sub")
entered into a Business Combination Agreement (the "Business Combination
Agreement"), pursuant to which Merger Sub will merge with and into SPAC, with
SPAC surviving such merger and becoming a direct wholly-owned subsidiary of
Holdco (the "Merger," together with the other transactions related thereto, the
"Transactions").
On November 18, 2022, The Company, Holdco, SPAC and Merger Sub entered into the
First Amendment to the Business Combination Agreement (the "Amendment"),
pursuant to which the Holdco board of directors shall be comprised of at least
five (5) directors, which shall comprise of (A) three (3) individuals proposed
for appointment by the Company at least five (5) business days prior to the
Closing Date (as defined in the Business Combination Agreement, as amended), (B)
one (1) individual proposed for appointment by SPAC at least five (5) business
days prior to the Closing Date, and (C) one (1) individual that is proposed for
appointment by Union Acquisition Group (or a designated affiliate), but who
shall be independent under Nasdaq requirements. Also pursuant to the Amendment,
(i) the Company shall issue an aggregate number of Company Ordinary Shares (as
defined in the Business Combination Agreement, as amended) equal to 2,354,609 to
at least 300 and up to 424 of the current individual shareholders of Bioceres
S.A. and Bioceres Group PLC pursuant to Regulation S of the Securities Act, and
(ii) the Company and Holdco shall amend any Exchange Agreement (as defined in
the Business Combination Agreement, as amended) as necessary in connection with
such issuance. The Company and SPAC believe the Amendment to be in the best
interest of all parties in order to ensure compliance with Nasdaq Rules
5505(a)(3) and 5505(b)(2)(C). Without the Amendment and if a significant portion
of public stockholders of SPAC were to exercise their redemption rights, then
compliance with these rules may be unlikely.
The foregoing description is qualified in its entirety by reference to the
Amendment, a copy of which is attached as Exhibit 2.1 hereto and is incorporated
by reference herein.
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