Item 5.07 Submission of Matters to a Vote of Security Holders.
On
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
(1) The Business Combination Proposal - To consider and vote upon a proposal to
approve and adopt the Business Combination Agreement, dated as of
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 1 Item 8.01 Other Events.
As of
On
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedDecember 27, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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