8-K
filed January 6, 2023, 6:59 PM ET
CIK 0001825437
M&A
confidence high
sentiment neutral
materiality 0.70
LIGHTJUMP ACQUISITION CORP: M&A transaction — LightJump Acquisition completes de-SPAC merger with Moolec Science; begins trading as MLEC on Jan 3
LIGHTJUMP ACQUISITION CORP
- Business Combination closed Dec 30; Holdco issued 37,560,249 ordinary shares and 11,110,000 warrants.
- Holdco ordinary shares and warrants trade on Nasdaq under MLEC and MLECW starting Jan 3, 2023.
- Prior LightJump directors/officers resigned; Gastón Paladini appointed sole director and President.
- Lock-up on certain shares for 365 days, with release if price exceeds $12 for 20 of 30 trading days.
- Backstop funded $4,005,520 each from Theo and UGVL; each received 400,552 shares.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.9
Gastón Paladini was appointed as President at LIGHTJUMP ACQUISITION CORP.
- Action
- appointed
- Role
- President
Exact text from the filing
Following the consummation of the Business Combination Gastón Paladini was appointed as the sole director of LightJump and President of LightJump.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Gastón Paladini was appointed as sole director at LIGHTJUMP ACQUISITION CORP.
- Action
- appointed
- Role
- sole director
Exact text from the filing
Following the consummation of the Business Combination Gastón Paladini was appointed as the sole director of LightJump and President of LightJump.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
LIGHTJUMP ACQUISITION CORP: Amended and restated bylaws in connection with business combination (effective 2022-12-30).
- Change
- bylaw amendment
- Effective
- 2022-12-30
Exact text from the filing
following the Merger Effective Time, LightJump’s bylaws as in effect immediately prior to the Merger were amended and restated.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
LIGHTJUMP ACQUISITION CORP: Amended and restated certificate of incorporation in its entirety in connection with business combination (effective 2022-12-30).
- Change
- charter amendment
- Effective
- 2022-12-30
Exact text from the filing
At the Merger Effective Time, LightJump’s certificate of incorporation as in effect immediately prior to the Merger Effective Time was amended and restated in its entirety (as described in the Proxy Statement/Prospectus filed with the SEC).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
LIGHTJUMP ACQUISITION CORP underwent a change of control involving Moolec Science SA (closed 2022-12-30).
- Action
- change of control
- Counterparty
- Moolec Science SA
- Closing
- 2022-12-30
Exact text from the filing
Pursuant to the Business Combination Agreement, upon the completion of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the “ Closing ”), each of the following transactions occurred in the following order:
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
LIGHTJUMP ACQUISITION CORP entered into Assignment, Assumption and Amendment Agreement with Holdco, LightJump, Continental Stock Transfer & Trust Company valued at Amendment and assumption of SPAC Warrants to Holdco Warrants (effective 2022-12-30).
- Action
- entry
- Counterparty
- Holdco, LightJump, Continental Stock Transfer & Trust Company
- Value
- Amendment and assumption of SPAC Warrants to Holdco Warrants
- Effective
- 2022-12-30
Exact text from the filing
On the Closing Date, Holdco entered into an Assignment, Assumption and Amendment Agreement with LightJump and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “ Warrant Agent ”) (the “ SPAC Warrant Amendment ”) to amend and assume LightJump’s obligations under the existing Warrant Agreement, dated January 20, 2021, by and among LightJump and the Warrant Agent (the “ SPAC Warrant Agreement ”), with respect to each warrant entitling the holder to purchase one share of SPAC Common Stock at an exercise price of $11.50 per share of SPAC Common Stock (the “ SPAC Warrants ”) to give effect to the conversion of SPAC Warrants to warrants of Holdco, exercisable for Holdco Ordinary Shares, on substantially the same terms as the SPAC Warrants (“ Holdco Warrants ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
LIGHTJUMP ACQUISITION CORP entered into Memorandum of Understanding of the Backstop Agreement with UGVL, Theo, Sponsor, SPAC, Company, Holdco, UG Holdings, LLC valued at Sponsor transferred shares to Theo and UGVL; Theo and UGVL each transferred $4,005,520 to the Compan (effective 2022-12-30).
- Action
- entry
- Counterparty
- UGVL, Theo, Sponsor, SPAC, Company, Holdco, UG Holdings, LLC
- Value
- Sponsor transferred shares to Theo and UGVL; Theo and UGVL each transferred $4,005,520 to the Compan
- Effective
- 2022-12-30
Exact text from the filing
On the Closing Date, UGVL, Theo, the Sponsor, SPAC, the Company, Holdco and UG Holdings, LLC entered into a Memorandum of Understanding of the Backstop Agreement (the “MOU”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
LIGHTJUMP ACQUISITION CORP entered into Registration Rights and Lock-Up Agreement with Sponsor, Holdco, CFO, Core Company Shareholders, UG Holdings, LLC, Company SAFE Holders valued at Lock-up and registration rights for Holdco Ordinary Shares (effective 2022-12-30).
- Action
- entry
- Counterparty
- Sponsor, Holdco, CFO, Core Company Shareholders, UG Holdings, LLC, Company SAFE Holders
- Value
- Lock-up and registration rights for Holdco Ordinary Shares
- Effective
- 2022-12-30
Exact text from the filing
Registration Rights and Lock-Up Agreement In connection with Closing, the Sponsor, Holdco, the CFO, the Core Company Shareholders, UG Holdings, LLC, and the Company SAFE Holders entered into a Registration Rights and Lock-Up Agreement pursuant to which, the Sponsor, CFO, Core Company Shareholders and Company SAFE Holders have customary demand and piggyback registration rights in connection with the Company Ordinary Shares issued to them in the Exchange or the Merger.
View on SEC.gov
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