F-4 1 ff42022_moolecsciencesa.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on October 17, 2022.

Registration Statement No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________________

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________________________

Moolec Science SA

(Exact name of Registrant as Specified in its articles of association)*

_____________________________________________

N/A

(Translation of registrant name into English)

_____________________________________________

Grand Duchy of Luxembourg

 

1119

 

Not Applicable

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(IRS Employer
Identification Number)

17, Boulevard F.W. Raiffeisen
L
-2411 Luxembourg,
Grand Duchy of Luxembourg
+352 26 49 65 65

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 212 947 7200

(Address, including zip code, and telephone number, including area code, of agent of service)

_____________________________________________

With copies to:

Leib Orlanski
Matthew Ogurick
K&L Gates LLP
599 Lexington Avenue
New York, NY 10022
(212) 536
-3901

 

Matthew Poulter
Pierre
-Emmanuel Perais
Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
(212)
-903-9014

_____________________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and upon completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e- 4(i) (Cross- Border Issuer Tender Offer)

 

   

Exchange Act Rule 14d- 1(d) (Cross- Border Third Party Tender Offer)

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company 

 

   

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. 

____________

         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, pursuant to said Section 8(a), may determine.

 

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY PROXY STATEMENT FOR SPECIAL MEETING OF LIGHTJUMP ACQUISITION CORPORATION AND PROSPECTUS FOR ORDINARY SHARES AND WARRANTS OF MOOLEC SCIENCE LIMITED SUBJECT TO COMPLETION, DATED October 17, 2022

 

LightJump Acquisition Corporation
2735 Sand Hill Road, Suite 110
Menlo Park, CA 94025

Dear LightJump Acquisition Corporation Stockholder:

You are cordially invited to attend the special meeting of stockholders of LightJump Acquisition Corporation which we refer to as “we,” “us,” “our,” “LightJump” or “SPAC” to be held at [•], Eastern time, on [•], 2022. The special meeting will be conducted via live webcast at [______________].

At the special meeting, our stockholders will be asked to consider and vote upon several proposals relating to LightJump’s proposed business combination with Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (“Moolec” or the “Company”), and 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”). The proposals include approval of the Business Combination Agreement, dated as of June 14, 2022, among LightJump, Moolec, Holdco and Moolec Acquisition, Inc., a Delaware corporation (“Merger Sub”) (the “Business Combination Agreement”), by which, among other things, LightJump and Moolec would become subsidiaries of Holdco, shares of SPAC Common Stock would be converted into Holdco ordinary shares and SPAC Warrants would be converted into Holdco warrants, which we refer to as the “Business Combination Proposal.” We refer to the transactions contemplated by the Business Combination Agreement as the “Business Combination.” It is expected that, if the Business Combination is consummated, Holdco’s shares and warrants would all be listed on Nasdaq, and Holdco would become a publicly-held company. The accompanying proxy statement/prospectus describes the Business Combination Agreement, the Business Combination and related transactions in detail, and you should read it carefully. Please pay particular attention to the section entitled “Risk Factors”, beginning on page 50.

Our board of directors has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our stockholders vote FOR all of the proposals to be presented at the special meeting. Our Sponsor, directors and officers have agreed to vote all of their shares, and not seek redemption of such shares, which represent approximately 54.4% of the outstanding shares, in favor of all such proposals. When you consider the board of directors’ recommendation and such persons’ agreement to vote in favor, you should keep in mind that our directors and our officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “The Business Combination — Interests of LightJump’s Directors and Officers in the Business Combination.

Pursuant to LightJump’s Amended and Restated Certificate of Incorporation, we are providing our Public Stockholders with the opportunity to redeem all or a portion of their shares of SPAC Common Stock for cash upon consummation of the Business Combination. The per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account that holds the proceeds of our IPO and related private placement, including interest (net of taxes payable), divided by the number of then outstanding public shares, which excludes the shares owned by LightJump’s Initial Stockholders, who have waived their redemption rights. For illustrative purposes, based on funds in the Trust Account of approximately $27,993,798 on July 12, 2022 and 2,767,210 public shares outstanding, the estimated per share redemption price would have been approximately $10.12. Holders of SPAC Common Stock issued in LightJump’s initial public offering (“Public Shares”) may elect to redeem their Public Shares even if they vote for approval of the Business Combination Agreement and the other proposals presented at the special meeting. There are no redemption rights with respect to our outstanding warrants.

 

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Your vote is very important. Whether or not you plan to attend the special meeting, please vote by telephone or online, or complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you are a holder of record of SPAC Common Stock, you may also cast your vote at the special meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting.

If you vote by proxy, your shares will be voted in accordance with your instructions. If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the special meeting. If you fail to vote by proxy or to instruct your bank, broker or other nominee how to vote, and do not vote in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting of stockholders and, if a quorum is present, will have the same effect as a vote “AGAINST” approval of the Business Combination Agreement.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,

   

 

                  , 2022

 

Robert Bennett
Chief Executive Officer

LightJump shareholders should be aware that Nomura Securities International, Inc. (“Nomura”) has resigned from its role as exclusive financial advisor to Moolec in connection with the Business Combination, effective as of April 27, 2022. Nomura delivered notice of its resignation to the Securities and Exchange Commission pursuant to Section 11(b)(1) of the Securities Act of 1933, as amended, on July 22, 2022 and has disclaimed any responsibility for any portion of this proxy statement/prospectus. Shareholders should not place any reliance on the participation of Nomura prior to such resignation as Moolec’s exclusive financial advisor.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “Risk Factors” elsewhere in this proxy statement/prospectus and under similar headings or in any amendment or supplement to this proxy statement/prospectus.

This proxy statement/prospectus is dated            , 2022, and is expected to be first mailed or otherwise delivered to LightJump shareholders on or about            , 2022

 

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LightJump Acquisition Corporation
2735 Sand Hill Road, Suite 110
Menlo Park, CA 94025
Telephone: (650) 515
-3930

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [•], 2022

To the Stockholders of LightJump Acquisition Corporation:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of LightJump Acquisition Corporation, a Delaware corporation (“LightJump”), will be held on [•], 2022, at [•], Eastern time. The special meeting will be completely virtual. There will be no physical meeting location and the special meeting will only be conducted via live webcast at the following address: [•]. You are cordially invited to attend the special meeting of stockholders for the following purposes:

        Proposal 1 (Business Combination Proposal): to approve and adopt the Business Combination Agreement, dated as of June 14, 2022, by and among LightJump, Moolec, Holdco, and Merger Sub, providing for, among other things, LightJump and Moolec to become subsidiaries of Holdco and all stockholders of LightJump and Moolec to become shareholders of Holdco, which is expected to become a public company listed on Nasdaq (the “Business Combination”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A.

        Proposal 2 (Stockholder Adjournment Proposal): to approve 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 at the meeting or if holders of SPAC Common Stock have elected to redeem a number of shares such that the minimum available cash condition to the obligation to closing of the Business Combination would not be satisfied.

Only holders of record of our common stock at the close of business on [•], 2022 are entitled to notice of the special meeting of stockholders and to vote at the special meeting of stockholders and any adjournments or postponements of the special meeting of stockholders. A complete list of our stockholders of record entitled to vote at the special meeting of stockholders will be available for ten days before the special meeting of stockholders (i) on a reasonably accessible electronic network or (ii) at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting of stockholders.

Pursuant to LightJump’s Amended and Restated Certificate of Incorporation, holders of SPAC Common Stock who own shares issued in LightJump’s public offering have certain rights to redeem their shares for cash upon the consummation of the Business Combination. For a description of these redemption rights, including certain limitations, and the procedure for electing redemption, see the section entitled “The Special Meeting of LightJump Holders — Redemption Rights”. Holders of warrants to purchase shares of SPAC Common Stock do not have redemption rights with respect to such warrants in connection with the Business Combination.

The Business Combination will be consummated only if a majority of the outstanding shares of SPAC Common Stock are voted in favor of Proposal 1 (Business Combination Proposal) at the special meeting of stockholders. We have no specified maximum redemption threshold under our Amended and Restated Certificate of Incorporation. In no event, however, will LightJump redeem shares of SPAC Common Stock in an amount that would cause LightJump’s net tangible assets to be less than $5,000,001.

 

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The board of directors of LightJump, has unanimously approved (1) the Business Combination Agreement, dated as of June 14, 2022, by and among LightJump, Moolec, Holdco, and Merger Sub, a copy of which is attached hereto as Annex A and is hereby incorporated by reference into this proxy statement/prospectus and (2) the Business Combination. Capitalized terms used in this proxy statement/prospectus have the meanings set forth in the section entitled “Frequently Used Terms”.

Pursuant to the Business Combination Agreement and related agreements, on the Closing Date:

        all the issued Company Ordinary Shares held by Company Shareholders shall be transferred and for purposes of the 1915 Law, contributed in kind to Holdco, free and clear of all Liens (other than the Company Shareholders’ Agreements Liens that will expire on or prior to the Closing Date), and Company Shareholders shall subscribe for and, as consideration for the contribution, shall be issued, in accordance with the Exchange Ratio (save that the Holdco Ordinary Shares to be issued shall be reduced by the number of Holdco Ordinary Shares already held by Company Shareholders immediately prior to the Exchange), 27,500,000 of Holdco Ordinary Shares; provided, however, that no fractional Holdco Ordinary Shares shall be issued pursuant to the Exchange. For Luxembourg law purposes, a Luxembourg independent auditor (réviseur d’entreprises) of Holdco shall have issued a report on the contributions in kind relating to the contribution of the Company Ordinary Shares prepared in accordance with article 420-10 of the 1915 Law;

        each Company SAFE Holder shall have contributed all of its rights and obligations under each Original SAFE to Holdco in consideration for the issuance by Holdco of a simple agreement for future equity on substantively identical terms (mutatis mutandis) with such adjustments (if any) required under Luxembourg law. For Luxembourg law purposes, a Luxembourg independent auditor (réviseur d’entreprises) of Holdco shall have issued a report on the contributions in kind relating to the contribution of the Original SAFEs prepared in accordance with article 420-10 of the 1915 Law;

        each Company Shareholder shall cease to be the holder of such Company Ordinary Shares, subject to the submission of all filings required under Law (including any filings required to pay stamp duties), and Holdco will be recorded as the registered holder of all Company Ordinary Shares so exchanged and transferred and will be the legal and beneficial owner thereof; and

        immediately prior to the Merger Effective Time but after the Exchange Effective Time, each Company SAFE Holder shall receive and become holders of issued and outstanding Holdco Ordinary Shares, in accordance with the respective Company SAFE, with such adjustments (if any) required under Luxembourg law. See the section entitled “The Business Combination — The Structure of the Business Combination” included in this proxy statement/prospectus for more information.

Upon consummation of the Business Combination, Moolec and LightJump will each be direct subsidiaries of Holdco.

SPAC Common Stock, SPAC Units and SPAC Warrants are currently listed and traded on Nasdaq under the symbols “LJAQ”, “LJAQU” and “LJAQW”, respectively. Holdco intends to apply for listing, to be effective at the time of the Closing, of the Holdco Ordinary Shares and Holdco Warrants on Nasdaq under the symbols “MLEC” and “MLECW”, respectively. This proxy statement/prospectus provides stockholders of LightJump with detailed information about the proposed Business Combination and other matters to be considered at the special meeting of LightJump. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 50 of this proxy statement/prospectus.

 

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Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565. Banks and brokers may reach Advantage Proxy, Inc. at the same, or by email at ksmith@advantageproxy.com.

 

By Order of the Board of Directors,

   

 

[•], 2022

 

Robert Bennett
Chairman of the Board of Directors

 

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TABLE OF CONTENTS

 

Page

Frequently used Terms

 

2

Summary of the Proxy Statement/Prospectus

 

24

Selected Historical Financial Data of LightJump

 

41

Selected Historical Financial Data of Moolec

 

42

Selected Unaudited Pro Forma Condensed Combined Financial Information

 

44

Cautionary Note Regarding Forward-Looking Statements

 

47

Trademarks, Tradenames and Service Marks

 

49

Risk Factors

 

50

Unaudited Pro Forma Combined Financial Information

 

81

Notes to Unaudited Pro Forma Condensed Combined Financial Information

 

84

Comparative Per Share Data

 

90

The Special Meeting of LightJump Holders

 

91

The Business Combination

 

95

The Business Combination Agreement

 

113

Certain Agreements Related to the Business Combination

 

125

Material Luxembourg Income Tax Considerations

 

127

Material U.S. Federal Income Tax Considerations

 

130

Proposal no. 1 — The Business Combination Proposal

 

144

Proposal no. 2 — The Stockholder Adjournment Proposal

 

145

Business of Moolec and Certain Information about Moolec

 

146

Management of Moolec

 

158

Moolec Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

160

Certain Moolec Relationships and Related Person Transactions

 

169

Business of LightJump and Certain Information about LightJump

 

170

LightJump Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

183

Certain LightJump Relationships and Related Person Transactions

 

189

Management of Holdco after the Business Combination

 

192

Description of Holdco’s Securities

 

195

Comparison of Shareholder Rights

 

200

Shares Eligible for Future Sale

 

214

Security Ownership of Certain Beneficial Owners and Management

 

216

Price Range of Securities and Dividends

 

219

Additional Information

 

220

Legal Matters

 

220

Experts

 

220

Where You Can Find More Information

 

221

Index to Financial Statements

 

F-1

Annex A: Business Combination Agreement

 

A-1

Annex B. Fairness Opinion of Scura Partners

 

B-1

Annex C: Proxy Card for Special Meeting

 

C-1

Part II Information not required in Prospectus

 

II-1

Signatures

 

II-5

Power of Attorney

 

II-5

Authorized Representative

 

II-6

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Holdco, constitutes a prospectus of Holdco under Section 5 of the Securities Act, with respect to the Holdco Ordinary Shares to be issued to the holders of SPAC Common Stock if the Business Combination described herein is consummated. With respect to LightJump and the holders of SPAC Common Stock, this proxy statement/prospectus serves as and constitutes:

        a notice of meeting and a proxy statement under Section 14(a) of Exchange Act with respect to the special meeting of LightJump Holders being held on            , 2022, where LightJump Holders will vote on, among other things, the proposed Business Combination and related transactions and each of the below proposals; and

        a prospectus of Holdco under Section 5 of the Securities Act, with respect to the Holdco Ordinary Shares and Holdco Warrants to be issued to the holders of SPAC Common Stock and SPAC Warrants if the Business Combination described herein is consummated.

This proxy statement/prospectus does not serve as a prospectus for the Holdco Ordinary Shares that the Company Shareholders will receive in the Business Combination, as such shares will be offered to such holders in a private offering. This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer.

This proxy statement/prospectus includes trademarks, tradenames and service marks, certain of which belong to us or Moolec and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that LightJump or Moolec will not assert their rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. Neither LightJump nor Moolec intend that their use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of LightJump or Moolec by, these other parties.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning Moolec’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by Moolec’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which Moolec operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Unless otherwise expressly stated, Moolec obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, Moolec does not expressly refer to the sources from which this data is derived. In that regard, when Moolec refers to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that Moolec paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. While Moolec has compiled, extracted, and reproduced industry data from these sources, Moolec has not independently verified the data. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.

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Frequently used Terms

“1915 Law” means the Luxembourg law of August 10, 1915 on commercial companies, as amended.

“A&R Holdco Organizational Documents” means the amended and restated Holdco Organizational Documents to be amended immediately prior to the consummation of the Merger and the Exchange at the general meeting of the sole shareholder of Holdco in the form set forth on Exhibit C to the Business Combination Agreement.

“Accounting Principles” means GAAP in case of SPAC, IFRS in case of the Company and the Subsidiaries of the Company under the Financial Statements, in each case, as in effect from time to time.

“Action” means any material litigation, proceeding, cause of action, lawsuit, audit, assessment or reassessment, petition, complaint, charge, grievance, prosecution, demand, hearing, written notice, inquiry, investigation, subpoena, summons, inspection, or administrative or other similar proceeding, mediation or arbitration (including any appeal or application for review) of any kind or nature, in law or in equity.

“Ancillary Agreements” means the Exchange Agreements, the Registration Rights and Lock-Up Agreement, the Backstop Agreement, the Transaction Support Agreement and all other agreements, certificates and instruments executed and delivered by SPAC, Holdco, Merger Sub or the Company in connection with the Transactions and specifically contemplated by the Business Combination Agreement.

“Antitrust Laws” means any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, including Laws of any jurisdiction or Governmental Authority outside of the United States.

“Backstop Agreement” means the agreement dated June 14, 2022 by and between Union Group Ventures Limited, UG Holdings, LLC, THEO I SCSp and LightJump One Founders, LLC, guaranteeing, severally but not jointly, the funding of certain amounts as set forth therein.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Merger and the Exchange.

“Business Combination Agreement” means the Business Combination Agreement, dated as of June 14, 2022, as may be amended, by and among LightJump, Moolec, Holdco and Merger Sub.

“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings and on which banks are not required or authorized to close in the City of New York in the United States of America, in London, England or Luxembourg in the Grand Duchy of Luxembourg; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any Governmental Authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

“Certificate of Merger” means the certificate of merger that SPAC shall cause to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL to effectuate the Merger.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date upon which the Closing is to occur.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” means Holdco and its consolidated subsidiaries after giving effect to the Business Combination.

“Company” or “Moolec” means Moolec Science Limited, a private limited company incorporated under the laws of England and Wales.

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“Company Disclosure Schedule” means the disclosure schedule provided by Moolec in connection with the Business Combination Agreement.

“Company Material Adverse Effect” means any Effects that, individually or in the aggregate with all other Effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or operations of the Company and the Company Subsidiaries taken as a whole or (b) does or would prevent, materially delay or materially impede the performance by the Company of its obligations under this Business Combination Agreement or the consummation of the Exchange, Merger or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a Company Material Adverse Effect: (i) any enactment of, change or proposed change in or change in the interpretation of any Law or Accounting Principles; (ii) Effects generally affecting the industries or geographic areas in which the Company or any of the Company Subsidiaries operate; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war (whether or not declared), sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (vi) Effects arising from or relating to epidemics, pandemics, or disease outbreaks, including COVID-19 or any COVID-19 Measures; (vii) any actions taken or not taken by the Company or any of the Company Subsidiaries as specifically required by this Agreement or any Ancillary Agreement, (viii) the announcement or execution, pendency, negotiation or consummation of the Merger, the Exchange or any of the other Transactions (including the impact thereof on relationships with customers, suppliers, employees or Governmental Authorities); provided that this clause (viii) shall not apply in determining a Company Material Adverse Effect resulting from a breach of the representations and warranties set forth in the Business Combination Agreement; (ix) any failure by the Company or any of the Company Subsidiaries to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (ix) shall not prevent a determination that any change, event, or occurrence underlying such failure has resulted in a Company Material Adverse Effect; (x) any pending or initiated action against the Company, any of the Company Subsidiaries or any of their respective officers or directors, in each case, arising out of or relating to the execution of this Agreement, any Ancillary Agreements or any of the Transactions (other than any action (A) commenced by any Party to enforce its rights under this Agreement or any Ancillary Agreement to which it is a party or (B) resulting from or arising from a breach of the representations and warranties set forth in the Business Combination Agreement); (xi) any action taken by SPAC; or (xii) any actions taken, or failures to take action, or such other changes or events, in each case, which SPAC has specifically requested or to which it has specifically consented or which actions are specifically contemplated by this Agreement or any Ancillary Agreement, in each case, except in the cases of clauses (i) through (vi), to the extent that the Company and the Company Subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries or geographic areas in which the Company and the Company Subsidiaries operate.

“Company Ordinary Shares” means the Company’s ordinary shares, with a nominal value of £0.01 per share representing the entire issued share capital of the Company.

“Company Organizational Documents” means the memorandum and articles of association of the Company, as amended, modified or supplemented from time to time.

“Company Requisite Approvals” means Company Board Approval and Company Shareholder Approval.

“Company SAFE” means each of the simple agreement for future equity by and between the Company and the Company SAFE Holder named therein (an “Original SAFE”) or any simple agreement for future equity between Holdco and that Company SAFE Holder issued in consideration for the contribution by the Company SAFE Holder of its rights in the Original SAFE to Holdco (in which case the Original SAFE will cease to be a “Company SAFE”) with such adjustments (if any) required under Luxembourg law.

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“Company SAFE Holder” means each Person that has entered into a Company SAFE.

“Company Shareholders” means the holders of all of the Company Ordinary Shares and all other shares being Equity Interest as of immediately prior to the Exchange Effective Time.

“Company Shareholders’ Agreements Liens” means the Liens under the Company Shareholders’ Agreements, each of which will expire on or prior to the Closing Date in accordance with the Termination Agreements.

“Company Subsidiaries” means the subsidiaries of the Company.

“Company Transaction Expenses” means the reasonable and documented Transaction Expenses of the Company or any of its affiliates, including, without limitation, (a) Transaction Expenses incurred in the negotiation and preparation of this Agreement, the Ancillary Agreements and the other documents contemplated hereby and thereby and the performance and compliance with all agreements and conditions contained herein and therein, (b) Transaction Expenses incurred in preparing and obtaining the PCAOB Financials, (c) Transaction Expenses incurred in connection with obtaining the consent or approval of any person or Governmental Authority in connection with the Transactions, (d) Transaction Expenses incurred in connection with the Transactions (including the formation of Holdco, Merger Sub and the structuring, negotiation and documentation of the Exchange and Merger) and (e) Transaction Expenses incurred in connection with obtaining the D&O Tail Policy. The Company Transaction Expenses include the fees, expenses and disbursements of legal counsel, auditors and accountants, due diligence expenses, advisory and consulting fees and expenses, and other third-party fees.

“Continental” means Continental Stock Transfer & Trust Company, LightJump’s transfer agent and warrant agent.

“COVID-19” means the novel coronavirus known as SARS-CoV-2 or COVID-19, and any evolutions, mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, delay, shut down (including the shutdown of air cargo routes), closure, sequester, safety or similar Law, directive, guideline or recommendation promulgated by any Governmental Authority, in each case with or in response to COVID-19.

“Deferred Fees” means the amount of deferred fees held in the Trust Account in connection with SPAC’s IPO payable to the underwriters or other advisors upon consummation of a business combination.

“DGCL” means the Delaware Corporation Law, as amended from time to time.

“D&O Tail Policy” means a fully-paid “tail” insurance policy for a term of six years from the Closing Date with terms and scope of coverage at least as favorable as the Company’s directors and officers insurance policy and SPAC’s directors and officers insurance policy covering those persons thereunder.

“EarlyBird Amendment” means that certain amendment dated June 14, 2022 to the engagement letter between the SPAC and EarlyBirdCapital, Inc. (“EarlyBird”) dated January 8, 2021 (as amended from time to time, the “EarlyBird Engagement Letter”).

“EarlyBird Cash Fees” means all cash fees and expenses payable to EarlyBird pursuant to the EarlyBird Engagement Letter.

“EarlyBird Share Fees” means the shares of Holdco to be issued to EarlyBird pursuant to the EarlyBird Engagement Letter.

“Effects” means, collectively, events, circumstances, changes and effects.

“Equity Interest” means all shares of capital stock, common stock, preferred stock, units, ownership interests and any other equity ownership or participation in any Person, including all options, warrants, preemptive rights, calls, convertible securities, simple agreements to acquire future equity, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of any Person.

“Exchange” means the transactions contemplated in the Business Combination Agreement to occur at the Exchange Effective Time.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agreements” mean those certain individual Contribution and Exchange Agreements, each dated as of June 14, 2022, and entered into by and among Holdco, the Company and each of the Company Shareholders.

“Exchange Consideration” means $325,000,000.

“Exchange Effective Time” means the time on which the issuance of the new Holdco Ordinary Shares pursuant to the Holdco Delegate Resolutions is effective on the Closing Date, which shall be the effective time of the contribution and exchange of the Company Ordinary Shares held by the Company Shareholders and exchanged for Holdco Ordinary Shares, as applicable and as contemplated under the Exchange Agreements, and which shall occur immediately prior to the Merger Effective Time.

“Exchange Issuance” means the issuance of the Holdco Ordinary Shares to the Company Shareholders in connection with the Exchange.

“Exchange Ratio” means 0.66787343, the ratio used for determining the number of aggregate Holdco Ordinary Shares for which the aggregate Company Ordinary Shares shall be converted in accordance with Section 2.02(a).

“Export Control Laws” means export control laws and regulations of any jurisdiction applicable to SPAC, Holdco, Merger Sub or the Company including the U.S. Export Administration Regulations, 15 C.F.R. §§ 730, et seq., as amended, and any other equivalent or comparable export control laws and regulations of other countries.

“Extension Amendment” means an amendment to the SPAC COI to extend the date by which the SPAC must consummate the Transactions from July 12, 2022 to January 12, 2023.

“Extension Amendment Fees” means all fees and expenses incurred by SPAC solely relating to the Extension Amendment.

“Founder Shares” mean the SPAC Common Stock issued prior to the IPO.

“GAAP” means generally accepted accounting principles as in effect in the United States from time to time.

“Governmental Authority” means any U.S. federal, state, county or local or non-U.S. government, governmental, national, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body.

“HMRC” means HM Revenue and Customs.

“Holdco” means 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 Board” means the board of directors of Holdco.

“Holdco Board Approval” means one or several Holdco Board resolutions with respect to the approval of the Transaction and the Transaction Documents to which Holdco is or will be a party, including, for the avoidance of doubt, (a) the approval by the Holdco Board of the issuance on the Closing Date (and conditional on Closing) by a delegate of (i) new Holdco Ordinary Shares following the Merger as Merger Consideration, and (ii) the Key Staff Participation, both under the authorized share capital of Holdco and pursuant to the Holdco Delegate Merger Resolutions and (b) the issuance of new Holdco Ordinary Shares (x) to the Company Shareholders as part of the Exchange and (y) to the Company SAFE Holders as part of the exercise of the Original SAFE, both by a delegate under the authorized share capital of Holdco and pursuant to the Holdco Delegate Exchange Resolutions.

“Holdco Delegate Exchange Resolutions” means the resolutions taken on the Closing Date by the delegate appointed by the Holdco Board pursuant to the Holdco Board Approval in order to issue on the Closing Date new Holdco Ordinary Shares in the context of the Exchange as well as the exercise of the Original SAFE, under the authorized share capital of Holdco.

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“Holdco Delegate Merger Resolutions” means the resolutions taken on the Closing Date by the delegate appointed by the Holdco Board pursuant to the Holdco Board Approval in order to issue on the Closing Date (i) the Merger Consideration in the form of new Holdco Ordinary Shares and (ii) the Key Staff Participation.

“Holdco Delegate Resolutions” means the Holdco Delegate Exchange Resolutions and the Holdco Delegate Merger Resolutions.

“Holdco Ordinary Shares” means the ordinary shares of Holdco, each having a nominal value in U.S. dollars of $0.01.

“Holdco Organizational Documents” means the articles of association of Holdco as amended, modified or supplemented from time to time, including as contemplated by the Holdco Delegate Resolutions and the Holdco Shareholder Approval.

“Holdco Requisite Approvals” means the Holdco Board Approval, the Holdco Delegate Resolutions and the Holdco Shareholder Approval, as applicable.

“Holdco Shareholder Approval” means the approval of the sole shareholder of Holdco, at an extraordinary general meeting of the shareholders of Holdco, to be held in front of a Luxembourg notary prior to the Closing Date to inter alia implement (i) a sufficiently large authorized share capital for the issuance of new Holdco Ordinary Shares in the context of the Merger and the issuance of new Holdco Ordinary Shares in the context of the Exchange, exercise of the Original SAFE and issuance of the Key Staff Participation and (ii) the A&R Holdco Organizational Documents as contemplated by the Business Combination Agreement.

“IFRS” means the International Financial Reporting Standards, as issued by the IFRS Foundation and the International Accounting Standards Board (“IASB”).

“Import Control Laws” means import control laws and regulations of any jurisdiction applicable to SPAC, Holdco, Merger Sub or the Company, including those administered by U.S. Customs and Border Protection and U.S. Immigration and Customs Enforcement (19 U.S.C. §§ 1-4454 and 19 C.F.R. §§ 1-199), and any other equivalent or comparable import control laws and regulations of other countries.

“Intellectual Property” means: (a) patents, patent applications and patent disclosures, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions or reexaminations thereof; (b) trademarks and service marks, trade dress, logos, trade names, corporate names, brands, slogans, and other source identifiers, and all applications, registrations, and renewals in connection therewith, together with all of the goodwill associated with the foregoing; (c) copyrights, and other works of authorship (whether or not copyrightable), and moral rights, and registrations and applications for registration, renewals and extensions thereof; (d) trade secrets and know-how (including ideas, formulas, compositions, inventions (whether or not patentable or reduced to practice)), customer and supplier lists, improvements, protocols, processes, methods and techniques, research and development information, industry analyses, algorithms, architectures, layouts, drawings, specifications, designs, plans, methodologies, proposals, industrial models, technical data, financial and accounting data (including pricing and cost information), and all other data, databases and database rights; (e) Internet domain names and social media accounts; (f) rights of privacy and publicity and all other intellectual property or proprietary rights of any kind or description recognized under applicable Laws; (g) copies and tangible embodiments of any of the foregoing, in whatever form or medium; and (h) all legal rights arising from items (a) through (f), including the right to prosecute and perfect such interests and rights to sue, oppose, cancel, interfere, and enjoin based upon such interests, including such rights based on past infringement, if any, in connection with any of the foregoing.

“IPO” means LightJump’s initial public offering of units, consummated on January 12, 2021.

“IPO Shares” means SPAC Common Stock sold in the IPO.

“Key Staff Participation” means 243,774 Holdco Ordinary Shares that will be freely allotted to the Company’s Chief Financial Officer (“CFO”) in order to satisfy the Company’s obligations under the CFO’s consulting agreement (the “CFO Consulting Agreement”).

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“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Lien” means any lien, security interest, mortgage, deeds of trust, pledge, adverse claim, usufruct, option, right of first refusal, right of first offer, charge, claim, equitable interest, easement, encroachment, lease or sublease, or restriction on the right to vote, sell, transfer or otherwise dispose of any capital stock, shares, or other voting securities, or similar encumbrance (other than those created under applicable securities Laws, and not including any license of Intellectual Property).

“LightJump Holder” means a holder of SPAC Common Stock.

“LightJump Initial Stockholders” means Sponsor (with respect to its 3,450,000 Founder Shares) and EarlyBird (with respect to its 120,000 shares issued as nominal consideration in connection with its role as underwriter).

“Merger” means the merging of Merger Sub with and into LightJump, with LightJump surviving such merger and becoming a direct wholly-owned subsidiary of Holdco.

“Merger Effective Time” means such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Company and SPAC in writing and specified in the Certificate of Merger in accordance with the DGCL.

“Merger Sub” means Moolec Acquisition, Inc., a Delaware corporation.

“Nasdaq” means the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market, as may be applicable.

“Net Available Assets” means an amount, determined as of the Closing (or as of another specified time), equal to (i) the total amount of Trust Account Cash remaining as of the Redemption Closing Time plus (ii) the aggregate amount of any proceeds received by Holdco, SPAC or their respective subsidiaries in connection with any financing, funding, contribution or other amounts raised from introductions made by EarlyBird to Holdco, SPAC or their respective subsidiaries prior to the Closing in connection with the transactions contemplated by the Business Combination Agreement (including any funds received as a result of a sale of the securities of Holdco, SPAC or any of their respective subsidiaries); provided that the Net Available Assets shall be determined assuming (a) all payments required to be made to the holders of the SPAC Common Stock exercising Redemption Rights as of the Redemption Closing Time have been paid, (b) no SPAC Transaction Expenses or any EarlyBird Cash Fees have been paid from the Trust Account (and if any such amounts have previously been paid from the Trust Account, such payments shall be added back to Net Available Assets) and (c) no amounts have been funded pursuant to the obligations under the Backstop Agreement.

“Payment Spreadsheet” means a spreadsheet that shall be delivered by the Company to SPAC pursuant to Section 3.01(b) at least five (5) Business Days prior to the Closing (except as may otherwise be agreed in writing by the Company and LightJump), which shall set forth, (a) the initial allocation of the Exchange Consideration among the Company Shareholders, (b) the adjustment to the allocation of the Exchange Consideration described in (a) of this definition to account for the economic rights of certain Company Shareholders under the Company Shareholders’ Agreements, in accordance with the Exchange Agreements, (c) any applicable share premium, and (d) the number of Holdco Ordinary Shares, as applicable, issuable to each Company Shareholder in connection with the Exchange.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

“Permitted Liens” means: (a) such imperfections of title, easements, encumbrances, Liens or restrictions that, individually or in the aggregate, do not materially affect, impair or interfere with the use, ownership, value and maintenance of, or the access to any property affected thereby or the conduct of the business of the Company and/or the Company Subsidiaries; (b) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s, landlord’s and other similar Liens arising or incurred in the ordinary course of business to the extent relating to amounts not yet due and payable, or deposits to obtain the release of such Liens; (c) any Liens for Taxes due and not yet payable, or being contested in good faith; (d) zoning, entitlement, conservation restriction and other land use and environmental regulations promulgated by Governmental Authorities; (e) any Liens not created by the

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Company that affect the underlying fee interest of any leased real property, including master leases or ground leases and any set of facts that an accurate up-to-date survey would show; (f) non-exclusive licenses, sublicenses or other rights to Intellectual Property owned by or licensed to the Company or the Company Subsidiaries granted to any licensee in the ordinary course of business; (g) any non-monetary Liens, encumbrances and restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that individually or in the aggregate, do not materially affect, impair or interfere with the use, ownership, value and maintenance of or the access to any real property affected thereby or the conduct of the business of the Company and/or the Company Subsidiaries; (h) any Liens identified in the Financial Statements; or (i) any Liens on leases, subleases, easements, licenses, rights of use, rights to access and rights of way arising from the provisions of such agreements or benefiting or created by any superior estate, right or interest.

“Private Placement Warrants” means the warrants to purchase SPAC Common Stock purchased in a private placement in connection with the IPO.

“Public Share” means a share of SPAC Common Stock issued as part of a SPAC Unit in the IPO.

“Public Stockholders” means the holders of Public Shares that were offered as part of the IPO.

“Redemption Rights” means the redemption rights provided for in Article V, Section 3 of the SPAC COI.

“Registration Rights and Lock-Up Agreement” means that certain Registration Rights and Lock-Up Agreement to be entered into in connection with the Closing by and among SPAC, Holdco, Sponsor, each of the persons and entities listed on Exhibit A attached thereto and the Company Shareholders, Company SAFE Holders and CFO, substantially in the form attached to the Business Combination Agreement as Exhibit A.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“SPAC” or “LightJump” means LightJump Acquisition Corporation, a Delaware corporation.

“SPAC Articles” means the Amended and Restated Memorandum and Articles of Association of SPAC, as amended, modified or supplemented from time to time.

“SPAC COI” means the Amended and Restated Certificate of Incorporation of SPAC, as amended, modified or supplemented from time to time.

“SPAC Material Adverse Effect” means any Effects that, individually or in the aggregate with all other Effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or operations of SPAC or (b) does or would prevent, materially delay or materially impede the performance by SPAC of its obligations under the Business Combination Agreement or any of the Ancillary Agreements or the consummation of the Merger or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a SPAC Material Adverse Effect: (i) any enactment of, change or proposed change in or change in the interpretation of any Law or Accounting Principles; (ii) Effects generally affecting the industries or geographic areas in which SPAC operates, (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war (whether or not declared), sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (vi) Effects arising from or relating to epidemics, pandemics, or disease outbreaks, including COVID-19 or any COVID-19 Measures; (vii) any actions taken or not taken by SPAC as specifically required by the Business Combination Agreement or any Ancillary Agreement; (viii) the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including the impact thereof on relationships with Governmental Authorities); provided that this clause

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(viii) shall not apply in determining a SPAC Material Adverse Effect resulting from a breach of the representations and warranties set forth in Section 5.05 of the Business Combination Agreement; (ix) any pending or initiated Action against SPAC or any of its officers or directors, in each case, arising out of or relating to the execution of the Business Combination Agreement t or the Transactions (other than any Action (A) commenced by any Party to the Business Combination Agreement to enforce its rights under the Business Combination Agreement or any Ancillary Agreement to which it is a party or (B) resulting from or arising from a breach of the representations and warranties set forth in Section 5.05 of the Business Combination Agreement); (x) any action taken or not taken by the Company or any of the Company Subsidiaries; or (xi) any actions taken, or failures to take action, or such other changes or events, in each case, which the Company has specifically requested or to which it has specifically consented or which actions are specifically contemplated by the Business Combination Agreement, in each case, except in the cases of clauses (i) through (vi), to the extent that SPAC is disproportionately affected thereby as compared with other participants in the industries or geographic areas in which SPAC operates.

“SPAC Common Stock” means SPAC’s common stock, par value $0.0001 per share.

“SPAC Organizational Documents” means the SPAC COI, the bylaws of SPAC and the Trust Agreement, in each case as amended, modified or supplemented from time to time.

“SPAC Proposals” means proposals made to the LightJump Holders pursuant to the SPAC Organizational Documents and applicable Law to approve and adopt (a) the Business Combination Agreement and the Transactions, including the Merger, (b) the Extension Amendment and (c) any other proposals the Parties deem in good faith are necessary or desirable to effect the Transactions.

“SPAC Stockholder Approvals” means (a) with respect to the Merger, the affirmative vote of a majority of the LightJump Holders who attend and vote at the special meeting of LightJump Holders; and (b) with respect to any other Proposals proposed to the SPAC Shareholders, the requisite approval required under the SPAC Organizational Documents, the DGCL or other applicable Law.

“SPAC Transaction Expenses” means the reasonable and documented Transaction Expenses of SPAC or any of its affiliates, including (a) any and all Transaction Expenses incurred in the negotiation and preparation of this Agreement, the Ancillary Agreements and the other documents contemplated hereby and thereby and the performance and compliance with all agreements and conditions contained herein and therein, (b) the Sponsor Advanced Funds and (c) the preparation, printing and mailing of the Proxy Statement/Prospectus and the Registration Statement. For the avoidance of doubt, the Parties acknowledge and agree that the SPAC Transaction Expenses include the fees, expenses and disbursements of legal counsel, auditors and accountants, due diligence expenses, advisory and consulting fees and expenses, other third-party fees and any Deferred Fees. For the avoidance of doubt, the Parties acknowledge and agree that (i) any expenses incurred by SPAC in its pursuit of potential acquisition or business targets other than the Company or that were not incurred by SPAC in connection with or in furtherance of the Transactions, (ii) the EarlyBird Cash Fees, (iii) the EarlyBird Share Fees and (iv) the Extension Amendment Fees will not constitute SPAC Transaction Expenses (and will be paid pursuant to Section 10.03 of the Business Combination Agreement).

“SPAC Transaction Expenses Cap” means $3,000,000; provided that, for every $10.00 by which the amount equal to the (i) Net Available Assets minus (ii) the EarlyBird Cash Fees exceeds $10,000,000 (up to $25,000,000), the SPAC Transaction Expenses Cap shall be increased by $1.00. If the amount equal to the (i) Net Available Assets minus (ii) the EarlyBird Cash Fees is $25,000,000 or greater, then SPAC Transaction Expenses Cap means $4,500,000.

“SPAC Unit” means a unit comprising one SPAC Common Stock and one SPAC Warrant.

“SPAC Warrant Agreement” means that certain warrant agreement, dated as of January 12, 2021, by and between SPAC and the Trustee.

“SPAC Warrants” means warrants to purchase SPAC Common Stock as contemplated under the SPAC Warrant Agreement, with each warrant exercisable for the number of SPAC Common Stock stated in the applicable SPAC Warrant at an exercise price per SPAC Common Stock of $11.50.

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“SPAC Warrant Amendment and Assignment” means the amendment and assignment to the SPAC Warrant Agreement, substantially in the form attached to the Business Combination Agreement as Exhibit D.

“Sponsor” means LightJump One Founders, LLC, a Delaware limited liability company.

“Sponsor Advanced Funds” means the amount equal to all contributions made by Sponsor to SPAC prior to the Closing to pay for expenses and fees of SPAC (not including the Extension Amendment Fees), including contributions deemed to be made by paying for such expenses and fees directly on SPAC’s behalf.

“Stockholder Adjournment Proposal” means the 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 at the meeting or if holders of SPAC Common Stock have elected to redeem a number of shares such that the minimum available cash condition to the obligation to closing of the Business Combination would not be satisfied.

“Tax” or “Taxes” means any and all federal, state, provincial, local and foreign income, profits, franchise, gross receipts, environmental, capital stock, shares, severances, stamp, payroll, sales, employment, unemployment, disability, use, real property, personal property, unclaimed property, withholding, excise, production, occupancy and other Taxes, VAT, duties or assessments of any nature whatsoever, whenever and wherever imposed, administered, collected or assessed directly or indirectly against or attributable directly or primarily to a company or any other person, together with all interest, fines, costs, charges, surcharges, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions.

“Termination Agreements” means those certain termination agreements entered into by the Company and one or more of the Company Shareholders and pursuant to which all the Company Shareholders’ Agreements and the Company Shareholders’ Agreements Liens will automatically expire on or prior to the Closing Date in accordance with the terms thereunder.

“Transaction Documents” means the Business Combination Agreement, including all schedules and exhibits thereto, the Company Disclosure Schedule, the Ancillary Agreements, and all other agreements, certificates and instruments executed and delivered by SPAC, Holdco, Merger Sub or the Company in connection with the Transactions and specifically contemplated by this Agreement.

“Transaction Expenses” means (a) all out-of-pocket fees, costs and expenses (including all fees, costs and expenses of outside counsel, accountants, investment bankers, experts and consultants to a Party and its affiliates and all fees, costs and expenses in connection with newly issued equity and/or debt financing in connection with the Transactions) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, review, negotiation, execution and performance of this Agreement and the other Transaction Documents and consummation of the Transactions, the Proxy Statement/Prospectus, the Registration Statement and the solicitation of the SPAC Shareholders and Company Shareholders and the preparation of any required filings or notices under applicable Antitrust Laws, if any, and (b) the premiums, commissions and other fees paid or payable in connection with obtaining any directors’ and officers’ “tail” insurance policy.

“Transaction Proposals” means the Business Combination Proposal, and the Stockholder Adjournment Proposal.

“Transaction Support Agreement” means the transaction support agreement, dated as of June 14, 2022, by and among Moolec, Holdco, SPAC, Sponsor, SPAC Holders, and the Company SAFE Holders, as amended, modified or supplemented from time to time.

“Transactions” means the transactions contemplated by the Transaction Documents, including the Exchange and the Merger.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the simultaneous sale of the Private Placement Warrants.

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“Trust Account Cash” means the total amount of cash held in the Trust Account that was raised as a result of the IPO of the SPAC (not including any interest paid with respect to such cash or amounts contributed into the Trust Account from other transactions).

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of January 12, 2021, by and between SPAC and Continental.

“VAT” means value added Tax.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to LightJump Holders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Q.     Why am I receiving this proxy statement/prospectus?

A.     LightJump and Moolec have entered into the Business Combination Agreement with Holdco and Merger Sub, which provides for the Business Combination in which, among other transactions, Moolec and LightJump will become direct subsidiaries of Holdco. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. In addition, the Company Shareholders have entered into the Exchange Agreements with Holdco. If you are a LightJump Holder, you are receiving this proxy statement/prospectus because you hold SPAC Common Stock as of the record date for the special stockholder meeting at which LightJump Holders will be asked to approve the Business Combination Agreement, among other things.

Q.     What will happen in the Business Combination?

Pursuant to the Business Combination Agreement and related agreements, on the Closing Date:

        all the issued Company Ordinary Shares held by Company Shareholders shall be transferred and for purposes of the 1915 Law, contributed in kind to Holdco, free and clear of all Liens (other than the Company Shareholders’ Agreements Liens that will expire on or prior to the Closing Date), and Company Shareholders shall subscribe for and, as consideration for the contribution, shall be issued, in accordance with the Exchange Ratio (save that the Holdco Ordinary Shares to be issued shall be reduced by the number of Holdco Ordinary Shares already held by Company Shareholders immediately prior to the Exchange), 27,500,000 of Holdco Ordinary Shares; provided, however, that no fractional Holdco Ordinary Shares shall be issued pursuant to the Exchange. For Luxembourg law purposes, a Luxembourg independent auditor (réviseur d’entreprises) of Holdco shall have issued a report on the contributions in kind relating to the contribution of the Company Ordinary Shares prepared in accordance with article 420-10 of the 1915 Law;

        each Company SAFE Holder shall have contributed all of its rights and obligations under each Original SAFE to Holdco in consideration for the issuance by Holdco of a simple agreement for future equity on substantively identical terms (mutatis mutandis) with such adjustments (if any) required under Luxembourg law. For Luxembourg law purposes, a Luxembourg independent auditor (réviseur d’entreprises) of Holdco shall have issued a report on the contributions in kind relating to the contribution of the Original SAFEs prepared in accordance with article 420-10 of the 1915 Law;

        each Company Shareholder shall cease to be the holder of such Company Ordinary Shares, subject to the submission of all filings required under Law (including any filings required to pay stamp duties), and Holdco will be recorded as the registered holder of all Company Ordinary Shares so exchanged and transferred and will be the legal and beneficial owner thereof; and

        immediately prior to the Merger Effective Time but after the Exchange Effective Time, each Company SAFE Holder shall receive and become holders of issued and outstanding Holdco Ordinary Shares, in accordance with the respective Original SAFE, with such adjustments (if any) required under Luxembourg law.

Upon consummation of the Business Combination, Moolec and LightJump will each be direct subsidiaries of Holdco.

SPAC Common Stock, SPAC Units and SPAC Warrants are currently listed and traded on Nasdaq under the symbols “LJAQ”, “LJAQU” and “LJAQW”, respectively. Holdco intends to apply for listing, to be effective at the time of the Closing, of the Holdco Ordinary Shares and Holdco Warrants on Nasdaq under the symbols

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“MLEC” and “MLECW”, respectively. This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q.     When and where is the LightJump special meeting?

A.     The special meeting will be held at [•], Eastern time, on [•], 2022, via live webcast at https://www.cstproxy.com/lightjumpacquisition/2022. The special meeting will be completely virtual. You will be able to attend the special meeting online, vote and submit your questions during the special meeting by visiting https://www.cstproxy.com/lightjumpacquisition/2022, subject to the instructions below. If you plan to attend the virtual online special meeting, you will need the control number found on your proxy card, voting instruction form or notice.

Any stockholder wishing to attend the special meeting must register in advance. To register for and attend the special meeting, please follow these instructions as applicable to the nature of your ownership of SPAC Common Stock:

Record Owners.    If you are a record holder and you wish to attend the special meeting, go to https://www.cstproxy.com/lightjumpacquisition/2022, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. You will need to log back into the meeting site using your control number immediately prior to the start of the special meeting. You must register before the meeting starts.

Beneficial Owners.    Beneficial owners who wish to attend the special meeting must obtain a legal proxy from the stockholder of record and e-mail a copy of their legal proxy to proxy@continentalstock.com. Beneficial owners should contact their bank, broker, or other nominee for instructions regarding obtaining a legal proxy. Beneficial owners who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. Beneficial owners should contact Continental Stock Transfer & Trust Company on or before [•] p.m. Eastern Time on [•], 2022.

Q.     What matters will LightJump Holders consider at the special meeting of stockholders?

A.     At the LightJump special meeting of stockholders, LightJump will ask its stockholders to vote in favor of the following proposals:

        Proposal 1 (The Business Combination Proposal) — a proposal to approve and adopt the Business Combination Agreement and the Business Combination.

        Proposal 2 (Stockholder Adjournment Proposal) — a proposal to adjourn the special meeting 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, there are not sufficient votes to approve Proposal 1 (Business Combination Proposal).

Q.     What happens if Proposal 1 (Business Combination Proposal) is not approved?

A.     If Proposal 1 (Business Combination Proposal) is not approved and LightJump does not consummate a business combination by January 12, 2023, LightJump will be required to dissolve and liquidate, and the holders of Public Shares will be entitled to redeem their Public Shares for a pro rata share of the amount on deposit in the Trust Account.

Q.     Are the proposals conditioned on one another?

A.     The Closing of the Business Combination is conditioned on the approval of the Business Combination Proposal. The Stockholder Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that, in the event that the Business Combination Proposal does not receive the requisite vote for approval, LightJump will not consummate the Business Combination.

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Q.     Why is LightJump proposing the Business Combination Proposal?

A.     LightJump was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Although LightJump was primarily focused on technology or technology enabled businesses, LightJump is not limited to any particular industry or sector. See the section entitled “The Business Combination — LightJump’s Board of Directors’ Reasons for the Approval of the Business Combination.

Q.     Who is Moolec?

A.     Moolec is a science-based food ingredient company that focuses on developing real animal proteins in plants using Molecular Farming, a disruptive, scalable, affordable, and sustainable technology. Its purpose is to upgrade taste, nutrition, and affordability of alternative protein products while building a more sustainable and equitable food system. Moolec was founded in 2020 as a spin-off from a privately owned entity, Bioceres Group S.A., which has since provided Moolec with a scientific team and certain intellectual property (Chymosin SPC and GLA patents, as well as trademarks).

Q.     Did LightJump’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     In approving the Business Combination, LightJump’s board of directors did not initially obtain a fairness opinion. However, it was decided to include the fairness opinion as a condition of closing. LightJump’s board of directors retained Scura Partners, LLC (“Scura Partners”) to evaluate the fairness, from a financial point of view, of the Merger Consideration to be paid to the LightJump Holders. Scura Partners delivered a written fairness opinion to LightJump dated October 15, 2022, in which it concluded that, as of such date and based on and subject to the matters described therein, the Merger Consideration to be paid to the LightJump Holders was fair, from a financial point of view, to such stockholders. Scura Partners also concluded that the fair market value of Moolec equals or exceeds 80% of the amount held by the LightJump in trust for benefit of its holders of Public Shares (excluding any deferred underwriting commissions and taxes payable on interest earned on the trust account). See “The Business Combination — Fairness Opinion of Scura Partners.

Q.     What equity stake will current LightJump Holders and current Company Shareholders have in Holdco after the Closing?

A.     It is anticipated that, upon completion of the Business Combination, (i) the LightJump Holders will own approximately 13.47% of the issued and outstanding Holdco Ordinary Shares, including 7.14% shares subject to certain lock-up arrangements pursuant to the Registration Rights Agreement and Lock-Up Agreement and (ii) the Company Shareholders, CFO and SAFE Holders will own approximately 82.58%, 0.62%, and .69%, of the issued and outstanding Holdco Ordinary Shares, respectively. Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.

The following table presents the share ownership of various holders of Holdco Ordinary Shares upon the closing of the Business Combination and are based on the assumptions that (i) the Closing Date shall be [•], 2022, (ii) no additional equity securities of LightJump are issued at or prior to Closing and (iii) the following redemption scenarios:

No Redemptions.    This scenario assumes that none of LightJump’s existing Public Stockholders will exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares.

50% Redemptions.    This scenario assumes that LightJump’s existing Public Stockholders exercise their redemption rights with respect to 1,383,605 Public Shares (50% of the currently issued and outstanding unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $10.12 per share.

Maximum Redemptions.    This scenario assumes that 100% of LightJump’s existing Public Stockholders exercise their redemption rights with respect to their public shares in connection with the approval of the Business Combination, at a price of $10.12 per share and assumes that the obligations under the Backstop Agreement will be satisfied by making a cash contribution to Holdco. See “Certain Agreements Related to the Business Combination — Backstop Agreement.

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No Redemptions(1)

 

50% Redemptions(1)

 

Maximum
Redemptions
(1)(2)

Shareholders of Holdco Post Business Combination(1)

 

Number of
Holdco
Ordinary
Shares

 

% of
Total

 

Number of
Holdco
Ordinary
Shares

 

% of
Total

     

% of
Total

BG Farming Technologies Limited

 

15,275,000

 

38.8

%

 

15,275,000

 

40.2

%

 

15,275,000

 

 

40.6

%

Union Group Ventures Ltd.

 

15,275,000

 

38.8

%

 

15,275,000

 

40.2

%

 

15,525,000

(4)(7)

 

41.3

%

Bioceres Crop Solutions Corp.

 

1,950,000

 

5.0

%

 

1,950,000

 

5.1

%

 

1,950,000

 

 

5.2

%

SAFE Holders

 

274,951

 

.7

%

 

274,951

 

.7

%

 

524,951

(5)(7)

 

1.4

%

Initial Stockholders(3)

 

2,535,000

 

6.4

%

 

2,535,000

 

6.7

%

 

3,035,000

(6)(7)

 

8.1

%

LightJump Public Stockholders

 

2,767,210

 

7.0

%

 

1,383,605

 

3.6

%

 

0

 

 

0

%

Key Staff Participation

 

243,774

 

.6

%

 

243,774

 

.6

%

 

243,774

 

 

.7

%

UG Holdings LLC

 

1,035,000

 

2.6

%

 

1,035,000

 

2.7

%

 

1,035,000

 

 

2.8

%

Total

 

39,355,935

 

99.9

%

 

37,972,330

 

99.8

%

 

37,588,725

 

 

100.1

%

____________

(1)      Does not reflect any shares to be issued following Closing pursuant to (i) the EarlyBird Share Fee or (ii) any equity securities to be granted pursuant to any management or employee share plans.

(2)      Assumes that the obligations under the Backstop Agreement are satisfied through a cash contribution to Holdco, including, (i) the Sponsor provides $5,000,000 in cash to Holdco, (ii) Union Group Ventures Ltd. provides $2,500,000 in cash to Holdco and (iii) Theo I SCSp provides $2,500,000 in cash to Holdco.

(3)      Includes 2,415,000 held by the Sponsor and 120,000 ordinary shares issued to EarlyBird in connection with the IPO.

(4)      Reflects an additional 250,000 Holdco Ordinary Shares to be issued to Union Group Ventures Ltd. in connection with the Backstop Agreement.

(5)      Reflects an additional 250,000 Holdco Ordinary Shares to be issued to Theo I SCSp in connection with the Backstop Agreement.

(6)      Reflects an additional 500,000 Holdco Ordinary Shares to be issued to Sponsor in connection with the Backstop Agreement.

(7)      In scenarios where a sufficient number of holders of Public Shares redeem their shares and the obligations under the Backstop Agreement are triggered, which would occur if the Net Available Assets minus the EarlyBird fee is less than $10,000,000, many variations of the ownership of Holdco Ordinary Shares post-closing are possible. The assumption that the obligations of the Backstop Agreement will be satisfied through a cash contribution to Holdco are subject to change and is only one possibility that could occur under the Backstop Agreement. Pursuant to the Backstop Agreement each of the Sponsor, Union Group Ventures Limited and Theo I SCSp is able to comply with its obligations under the Backstop Agreement by either (i) contributing cash to Holdco immediately prior to Closing or, (ii) arranging for and obtaining written commitments from Public Stockholders seeking to exercise its election to redeem their Public Shares to reverse the redemption election, which could be in exchange for guarantee of payment or other agreed form of consideration. If the Sponsor, Union Group Ventures Limited or Theo I SCSp elects to satisfy all or a portion of its obligation under the Backstop Agreement by means of redemption reversals or other form of commitment from Public Stockholders, then the equity stake in Holdco as described in the table above would be different. See “Certain Agreements Related to the Business Combination — Backstop Agreement.”

Q.     Who will be the officers and directors of Holdco if the Business Combination is consummated?

A.     It is anticipated that, at the Closing, Holdco’s board of directors will be composed of seven members, including [•]. See the section entitled “Management of Holdco after the Business Combination” for additional information.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Business Combination Agreement, including, without limitation, that LightJump Holders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination Agreement.”

Q.     What happens if I sell my shares of SPAC Common Stock before the special meeting of stockholders?

A.     If you transfer your shares of SPAC Common Stock after the record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders. However, you will not be entitled to redeem your Public Shares for cash or to receive any Holdco Ordinary Shares following the Closing because only LightJump Holders on the date of the Closing will be entitled to either redeem their Public Shares for cash or to receive Holdco Ordinary Shares in connection with the Closing.

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Q.     What vote is required to approve the proposals presented at the special meeting of stockholders?

A.     The approval of Proposal 1 (Business Combination Proposal) requires the affirmative vote of the holders of a majority of all outstanding shares of SPAC Common Stock entitled to vote thereon at the special meeting of stockholders. Accordingly, a LightJump Holder’s failure to vote by proxy or in person at the special meeting of stockholders or to instruct its broker how to vote, or an abstention from voting, will have the same effect as a vote “AGAINST” the Business Combination Proposal.

The approval Proposal 2 (Stockholder Adjournment Proposal) requires the affirmative vote of the holders of a majority of the shares of SPAC Common Stock that are voted thereon at the special meeting of stockholders. Accordingly, a LightJump Holder’s failure to vote by proxy or to vote in person at the special meeting of stockholders or to instruct its broker how to vote, or an abstention from voting, will have no effect on the outcome of any vote on the Stockholder Adjournment Proposal.

Q.     Do Company Shareholders need to approve the Business Combination?

A.     As required pursuant to Moolec’s organizational documents, each of the Company Shareholders have approved the Exchange and related transactions in the Exchange Agreements, as further described below. Each of the Company Shareholders have entered into the Exchange Agreements and each of the Company Shareholders and Company SAFE Holders have entered into the Transaction Support Agreement. For more information about the terms and conditions of the Exchange Agreements and the Transaction Support Agreement please see the section entitled “Certain Agreements Related to the Business Combination.

Q.     May LightJump, the Sponsor or LightJump’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A.      In connection with the stockholder vote to approve Proposal 1 (Business Combination Proposal) and the other proposals, LightJump and its affiliates may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed for a pro rata portion of the Trust Account upon consummation of the Business Combination. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. While they have no current plans to do so, the Sponsor, LightJump’s directors, officers or advisors, or their affiliates reserve the right to purchase shares in privately negotiated transactions from LightJump Holders who have already elected to exercise their redemption rights, in which event such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such transaction would be separately negotiated at the time of the transaction. The consideration for any such transaction would consist of cash and/or SPAC Common Stock owned by the Sponsor and/or LightJump’s directors, officers, advisors, or their affiliates. The purpose of these purchases would be to increase the amount of cash available to LightJump for use in the Business Combination. None of LightJump, the Sponsor or LightJump’s directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller.

Q.     Will LightJump or Holdco issue additional equity securities in connection with the consummation of the Business Combination?

A.     Holdco or LightJump may, with the consent of Moolec, enter into equity financings in connection with the proposed Business Combination with their respective affiliates or any third parties if LightJump determines that the issuance of additional equity is necessary or desirable in connection with the consummation of the Business Combination. Any equity issuances could result in dilution of the relative ownership interest of the non-redeeming LightJump Holders or Company Shareholders.

Q.     How many votes do I have at the special meeting of stockholders?

A.     LightJump Holders are entitled to one vote at the special meeting for each share of SPAC Common Stock held of record as of the record date. As of the close of business on the record date, there were 2,767,210 outstanding shares of SPAC Common Stock. SPAC Warrants and SPAC Units do not entitle their holders to vote.

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Q.     How will the Sponsor, directors and officers vote?

A.      In connection with LightJump’s IPO, LightJump entered into agreements with the Sponsor, officers and directors, pursuant to which each agreed to vote their shares of SPAC Common Stock in favor of Proposal 1 (Business Combination Proposal). LightJump’s Sponsor, officers and directors, who currently own approximately 54.4% of the outstanding shares of SPAC Common Stock, have agreed to vote their SPAC Common Stock, as well as any shares of SPAC Common Stock they may purchase prior to the special meeting of stockholders, in favor of Proposal 1 (Business Combination Proposal) and Proposal 2 (Stockholder Adjournment Proposal). As a result, LightJump would not require any additional votes in favor of such proposals in order to have the Business Combination Proposal and Stockholder Adjournment Proposal approved.

Q.     What interests do LightJump’s current officers and directors have in the Business Combination?

A.     LightJump’s directors and executive officers have interests in the Business Combination that are different from, in addition to, or in conflict with, yours. These interests include:

        The Sponsor beneficially owns 3,450,000 Founder Shares, all of which are beneficially owned by our Chairman and Chief Executive Officer, and such shares would become worthless if LightJump does not complete a business combination within the applicable time period, as such LightJump Initial Stockholders have waived any right to liquidation proceeds with respect to these shares. The Sponsor paid an aggregate of $25,000 (or $0.009 per share) for the 3,450,000 Founder Shares. Such shares have an aggregate market value of approximately $[•] based on the closing price of SPAC Common Stock of $[•] on Nasdaq on [•], the record date for the special meeting of stockholders.

        The Sponsor also beneficially owns 4,210,000 SPAC Warrants, for which it paid $4,210,000 and which will expire and be worthless if LightJump does not complete a business combination within the applicable time period.

        LightJump’s officers and directors have invested an aggregate of $4,235,000, which will be lost in the event that the Business Combination is not approved and concluded.

        LightJump’s directors will not receive reimbursement for the out-of-pocket expenses ($0.00 as of the date hereof) incurred by them on LightJump’s behalf incident to identifying, investigating and consummating a business combination, unless a business combination is consummated.

        The Sponsor and its affiliates can earn a positive rate of return on their investments, even if the Public Stockholders experience a negative rate of return on their investments in LightJump and Holdco, as the Sponsor has purchased 3,450,000 Founder Shares for an aggregate of $25,000 (or $0.009 per share).

        Certain of LightJump’s directors could potentially continue as directors of Holdco if the Business Combination is completed.

        Because the Sponsor and the LightJump directors will benefit from the completion of a business combination, they may be incentivized to recommend and complete a business combination of a less favorable target company or on terms less favorable to LightJump Holders, rather than liquidate LightJump.

        LightJump would be unable to indemnify its current directors and officers or continue to provide directors’ and officers’ liability insurance if the Business Combination is not completed.

None of the Sponsor nor any of LightJump’s directors, officers, or their affiliates will receive any additional securities pursuant to any anti-dilution adjustment provisions based on any potential additional investments.

These interests may have influenced LightJump’s directors in approving the Business Combination and making their recommendation to vote in favor of the approval of the Business Combination Proposal. Please read the section entitled “The Business Combination — Interests of LightJump’s Directors and Officers in the Business Combination.

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Q.     What are the potential impacts on the Business Combination and the Transactions resulting from the resignation of Nomura.

A.     On June 29, 2022, Nomura Securities International, Inc. (“Nomura”) resigned from its role as exclusive financial advisor to Moolec, effective as of April 27, 2022, and waived its entitlement to the payment of any fees or expense reimbursements. On March 30, 2022, prior to the resignation of Nomura, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in SEC filings and the treatment of investment banks in connection with business combination transactions involving special purpose acquisition companies. The uncertainty related to the treatment of investment banks following the SPAC Rule Proposals was the reason Nomura gave for its resignation. Certain customary provisions related to the engagement letter survive the resignation of Nomura, including customary obligations with respect to use of information, indemnification and governing law. The resignation of Nomura will have no impact on the Business Combination and the Transactions. Please see the section entitled “The Business Combination — The Background of the Business Combination” for a discussion regarding the resignation of Nomura.

Q.     Do I have redemption rights?

A.     If you are a Public Stockholder, you may redeem all or a portion of your Public Shares for cash upon consummation of the Business Combination. The per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account that holds certain of the proceeds of our IPO and simultaneous private placement, including interest (net of taxes payable), divided by the number of then outstanding public shares. All of the LightJump Initial Stockholders have agreed to waive their redemption rights with respect to their SPAC Common Stock in connection with the completion of LightJump’s initial business combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $27,993,798 on July 12, 2022 and 2,767,210 Public Shares outstanding, the estimated per share redemption price would have been approximately $10.12. In no event, however, will LightJump redeem shares of SPAC Common Stock in an amount that would cause LightJump’s net tangible assets to be less than $5,000,001.

Q.     Will how I vote affect my ability to exercise redemption rights?

A.     No. You may exercise your redemption rights whether you vote your SPAC Common Stock for or against Proposal 1 (Business Combination Proposal) or any other proposal described in this proxy statement/prospectus, abstain from voting or do not vote your shares. As a result, Proposal 1 (Business Combination Proposal) can be approved by stockholders who will redeem their SPAC Common Stock and no longer remain stockholders, leaving stockholders who choose not to redeem their SPAC Common Stock holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q.     How do I exercise my redemption rights?

A.     In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on [•], 2022 (two Business Days before the special meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, LightJump’s transfer agent, that LightJump redeem your SPAC Common Stock for cash, and (ii) deliver your stock to LightJump’s transfer agent physically or electronically through the Depository Trust Company (“DTC”). Your request should be submitted to the transfer agent at the following address:

Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Electronic delivery of your stock generally will be faster than delivery of physical stock certificates.

A physical stock certificate will not be needed if your stock is delivered to LightJump’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and LightJump’s transfer agent will need to act to facilitate the request. It is LightJump’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer

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agent. However, because LightJump does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares and do not deliver their stock electronically may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with LightJump’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to LightJump’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that LightJump’s transfer agent return the shares (physically or electronically). Such requests may be made by contacting LightJump’s transfer agent at the street or e-mail address above.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     In the event that a U.S. Holder (defined below) elects to redeem its SPAC Common Stock for cash as described in the redemption provisions herein, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the SPAC Common Stock under Section 302 of the Code. If the redemption qualifies as a sale of the SPAC Common Stock, and the SPAC Common Stock is held as a capital asset by the U.S. Holder on the date of the redemption, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the SPAC Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the SPAC Common Stock redeemed exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders may be eligible to be taxed at preferential rates. The deductibility of capital losses is subject to certain limitations. See the sections entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Exercise of Redemption Rights”, “Material U.S. Federal Income Tax Considerations — U.S. Holders — Gain or Loss on Redemption Treated as a Sale of SPAC Common Stock”, and “Material U.S. Federal Income Tax Considerations — U.S. Holders — Taxation of Redemption Treated as a Distribution. For tax considerations applicable to Non-U.S. Holders (defined below), see the sections entitled “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders — Exercise of Redemption Rights”, “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders — Gain or Loss on Redemption Treated as a Sale of SPAC Common Stock”, and “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders — Taxation of Redemption Treated as a Distribution.”

Q.     What are the U.S. federal income tax consequences of not exercising my redemption rights and participating in the Business Combination?

A.     Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Considerations,” including the discussion on Section 367(a) of the Code, if the Merger qualifies as a “reorganization” within the meaning of Section 368 of the Code, a U.S. Holder should not recognize gain or loss on the exchange of SPAC Common Stock or SPAC Warrants for Holdco Ordinary Shares or Holdco Warrants, as applicable, pursuant to the Merger; provided, however, that if the Merger does not qualify as a “reorganization” within the meaning of Section 368 of the Code, it is intended that the Merger, together with the Exchange, will be treated as an exchange described in Section 351(a) of the Code. If the Merger qualifies as part of an exchange subject to Section 351 of the Code, a U.S. Holder that exchanges its SPAC Common Stock in the Merger for Holdco Ordinary Shares generally should not recognize gain or loss on such exchange, subject to the discussion regarding the treatment of U.S. Holders that exchange both SPAC Common Stock and SPAC Warrants and further subject to the discussion on Section 367(a) of the Code. For a detailed discussion of U.S. federal income tax consequences of the Merger to U.S. Holders, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders.” For U.S. federal income tax consequences applicable to Non-U.S. Holders, see the section entitled “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders.” All holders of SPAC securities should review the entirety of the section entitled “Material U.S. Federal Income Tax Considerations” and consult with their tax advisors regarding the U.S. federal income tax consequences of the Merger and considerations relating to the ownership and disposition of Holdco securities.

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Q:     If I hold SPAC Warrants, can I exercise redemption rights with respect to my warrants?

A:     No. There are no redemption rights with respect to the SPAC Warrants.

Q:     If I hold SPAC Units, can I exercise redemption rights with respect to my SPAC Units?

A:     No. Holders of outstanding SPAC Units must separate the underlying SPAC Common Stock and SPAC Warrants prior to exercising redemption rights with respect to the SPAC Common Stock.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. There are no appraisal rights available to holders of shares of SPAC Common Stock in connection with the Business Combination.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay LightJump Holders who properly exercise their redemption rights, and any remaining balance will be released to Holdco to be used for general corporate purposes (including repayment SPAC Transaction Expenses and Sponsor Advanced Loans) following the Business Combination.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement” for information regarding the parties’ specific termination rights. In addition, the Business Combination will not be consummated if the Business Combination Proposal is not approved or the other conditions to closing are not satisfied or waived.

In order to provide more time to consummate the Business Combination, in July 2022 the LightJump Holders approved an amendment to the SPAC COI to extend the deadline for LightJump to complete its initial business combination to January 12, 2023. If, as a result of the termination of the Business Combination Agreement or otherwise, LightJump is unable to complete a business combination by January 12, 2023, or amend the SPAC COI to further extend the date by which LightJump must consummate an initial business combination, the SPAC COI provides that LightJump will: (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. See the section entitled “Risk Factors — Risks Related to LightJump and the Business Combination.” The LightJump Initial Stockholders have waived any right to any liquidation distribution with respect to their shares of SPAC Common Stock.

In the event of liquidation, there will be no distribution with respect to outstanding SPAC Warrants. Accordingly, the SPAC Warrants will expire worthless.

Q:     When is the Business Combination expected to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “LightJump Stockholder Proposal No. 1 — The Business Combination Proposal.”

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Q:     What do I need to do now?

A:     You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of SPAC Common Stock on [•], 2022, the record date for the special meeting of stockholders, you may vote by telephone, online or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting of stockholders and vote online, obtain a proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the special meeting?

A:     At the special meeting of stockholders, LightJump will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have the same effect as a vote “AGAINST” Proposal 1 (Business Combination Proposal) and will have no effect Proposal 2 (Stockholder Adjournment Proposal).

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the special meeting.

Q.     Do I need to attend the special meeting of stockholders to vote my shares?

A.     No. You are invited to attend the special meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by telephone, online or by signing, dating and returning the enclosed proxy card in the pre-addressed postage-paid envelope. Your vote is important. LightJump encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q.     If I am not going to attend the special meeting of stockholders virtually by telephone or online, should I vote by proxy instead?

A.     Yes. After carefully reading and considering the information contained in (and incorporated by reference into) this proxy statement/prospectus, please vote by telephone or online, or submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do not give your broker voting instructions and the broker does not vote your shares, your shares will not be counted for purposes of determining the presence of a quorum at the special meeting of stockholders, and it will have the same effect as a vote “AGAINST” Proposal 1 (Business Combination Proposal) and will have no effect on Proposal 2 (Stockholder Adjournment Proposal). However, in no event will your broker’s failure to vote your shares have the effect of exercising your redemption rights, which may only be exercised as described under “The Special Meeting of LightJump Holders — Redemption Rights.

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Q.     May I change my vote after I have voted by proxy?

A.     Yes. If you vote by telephone or online, only your latest telephone or online proxy that is timely submitted prior to the meeting will be counted. If you vote by signing and returning a proxy card, you may change your vote by completing a new proxy card with a later date. You may also revoke your proxy and change your vote by virtually attending the meeting and voting online. You also may revoke your proxy by sending a notice of revocation to Advantage Proxy, Inc. at P.O. Box 13581, Des Moines, Washington 98198, provided such revocation is received prior to the vote at the special meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change or revoke your vote.

Q.     What should I do if I receive more than one set of voting materials?

A.     If you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. You may also receive multiple copies of this proxy statement/prospectus. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q.     What is the quorum requirement for the special meeting of stockholders?

A.     A quorum will be present at the special meeting of stockholders if a majority of the SPAC Common Stock outstanding and entitled to vote at the meeting is represented in person or by proxy. In the absence of a quorum, a majority of LightJump Holders, present in person or represented by proxy, and voting thereon will have the power to adjourn the special meeting to another date.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the special meeting of stockholders. Abstentions will be counted towards the quorum requirement.

Q.     What happens to SPAC Warrants I hold if I vote my shares of SPAC Common Stock against approval of Proposal 1 (Business Combination Proposal) and/or validly exercise my redemption rights with respect to my SPAC Common Stock?

A.     Regardless of how, or whether, you vote, if the Business Combination is completed, all of your SPAC Warrants will convert into Holdco Warrants as described in this proxy statement/prospectus, even if you redeem your shares of SPAC Common Stock for cash. If the Business Combination is not completed, you will continue to hold your SPAC Warrants, and if LightJump does not otherwise consummate an initial business combination by January 12, 2023 or amend the SPAC COI to further extend the date by which LightJump must consummate an initial business combination, LightJump will be required to dissolve and liquidate, and your warrants will expire worthless.

Q.     What happens to SPAC Units I hold if I vote my shares of SPAC Common Stock against approval of the Business Combination Proposal and/or validly exercise my redemption rights?

A.     Regardless of how you vote and in connection with the consummation of the Business Combination and immediately prior to the Merger Effective Time, the SPAC Units will automatically separate into their component parts and holders of SPAC Units will receive one Holdco Ordinary Share for each Ordinary Share and one Holdco Warrant for each SPAC Warrant. If you redeem your shares of SPAC Common Stock for cash, and still hold other SPAC Units, the SPAC Units will be converted into Holdco Ordinary Shares and Holdco Warrants as described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your SPAC Units, and if LightJump does not otherwise consummate an initial business combination by January 12, 2023 or amend the SPAC COI to further extend the date by which LightJump must consummate an initial business combination, LightJump will be required to dissolve and liquidate, and you will receive the corresponding pro rata amount from the Trust Account that corresponds to the SPAC Common Stock components of the SPAC Units that you hold.

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Q.     Who will solicit and pay the cost of soliciting proxies?

A.     LightJump will pay the cost of soliciting proxies for the special meeting. LightJump has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the special meeting. LightJump has agreed to pay Advantage Proxy, Inc. a fee of $[•]. LightJump will reimburse Advantage Proxy, Inc. for reasonable out-of-pocket expenses and will indemnify Advantage Proxy, Inc. and its affiliates against certain claims, liabilities, losses, damages and expenses. LightJump also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of SPAC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of SPAC Common Stock and in obtaining voting instructions from those owners. LightJump’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.     Who can help answer my questions?

A.     If you have questions about the stockholder proposals, or if you need additional copies of this proxy statement/prospectus, or the proxy cards you should contact LightJump’s proxy solicitor at:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com

You may also contact LightJump at:

LightJump Acquisition Corporation
2735 Sand Hill Road, Suite 110
Menlo Park, California 94025
Telephone: (650) 515-3930

To obtain timely delivery, LightJump Holders and warrant holders must request the materials no later than five Business Days prior to the special meeting.

You may also obtain additional information about LightJump from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

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Summary of the Proxy Statement/Prospectus

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the special meeting you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information.” Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.

Parties to the Business Combination

LightJump Acquisition Corporation

LightJump is a blank check company formed in Delaware on July 28, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, without limitation as to business, industry or sector. The SPAC Common Stock, SPAC Units and SPAC Warrants are currently listed and traded on Nasdaq under the symbols “LJAQ”, “LJAQU” and “LJAQW”, respectively. The closing prices of the publicly traded common stock, warrants and units of LightJump on June 13, 2022, the date preceding LightJump’s public announcement of the entry into the Business Combination Agreement, were $9.97, $10.01 and $0.1167, respectively.

At the Closing, the outstanding shares of SPAC Common Stock will convert into Holdco Ordinary Shares, the outstanding SPAC Warrants will convert into Holdco Warrants and any outstanding SPAC Units will separate and convert into Holdco Ordinary Shares and Holdco Warrants.

The mailing address of LightJump’s principal executive offices is 2735 Sand Hill Road, Suite 110, Menlo Park, California 94025, and its telephone number is (650) 515-3930.

Moolec

Moolec Science Limited is a private limited company incorporated under the laws of England and Wales with its registered office at the Innovation Centre, Gallows Hill, Warwick, CV34 6UW, United Kingdom.

Moolec is a science-based food ingredient company that focuses on developing real animal proteins in plants using Molecular Farming, a disruptive, scalable, affordable, and sustainable technology. Its purpose is to upgrade taste, nutrition, and affordability of alternative protein products while building a more sustainable and equitable food system. Moolec was founded in 2020 as a spin-off from a privately owned entity, Bioceres Group S.A., which has since provided Moolec with a scientific team and certain intellectual property (Chymosin SPC and GLA patents, as well as trademarks). Moolec operates in the United States, Europe and South America. The mailing address of Moolec’s principal executive office is Innovation Centre, Gallows Hill, Warwick, CV34 6UW, United Kingdom and its telephone number is +(44) 33 0001 0162.

For more information about Moolec, see the sections entitled “Information About Moolec” and “Moolec’s Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

Holdco

Moolec Science SA was incorporated under the laws of the Grand Duchy of Luxembourg on May 23, 2022 as 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 owns no material assets and does not operate any business and was incorporated for purposes of the Business Combination. Prior to the consummation of the Business Combination, the directors of Holdco are Gastón Paladini, Oscar Alejandro Leôn Bentancor and Joost Anton Mees. Prior to the consummation of the Business Combination, the shareholders of Holdco are BG Farming Technologies Limited, Union Group Ventures Limited and Bioceres Crop Solutions Corp., holding 47%, 47% and 6%, respectively, of the currently outstanding Holdco Ordinary Shares. Holdco expects to apply to list its Holdco Ordinary Shares and Holdco Warrants on Nasdaq under the symbol “MLEC” and “MLECW”, respectively.

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The address of Holdco’s registered office is 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg. After the consummation of the Business Combination, its principal executive office will remain at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg.

Holdco qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which means that it can take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

Upon the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, Holdco will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after Holdco no longer qualifies as an emerging growth company, as long as Holdco continues to qualify as a foreign private issuer under the Exchange Act, Holdco will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

        the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

        the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

        the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission, or SEC, of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

In addition, Holdco will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and is not required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a foreign private issuer, Holdco will be permitted to follow home country corporate governance practices instead of certain corporate governance practices required by Nasdaq for U.S. domestic issuers.

Merger Sub

Moolec Acquisition, Inc. is a Delaware corporation and a direct wholly owned subsidiary of Holdco. Merger Sub was formed solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and no liabilities or continent liabilities, nor any outstanding commitments other than in connection with the Business Combination.

The mailing address of Merger Sub’s principal executive office is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, New Castle County.

The Business Combination

Pursuant to the Business Combination Agreement, LightJump, Holdco, Merger Sub and Moolec will enter into the Business Combination, pursuant to which, among other things, (a) pursuant to the Exchange Agreements, each of the Company Shareholders, effective on the Exchange Effective Time, will contribute its respective Company Ordinary Shares to Holdco in exchange for Holdco Ordinary Shares to be subscribed for by each such Company Shareholder (such contributions and exchanges of Company Ordinary Shares for Holdco Ordinary Shares, collectively, the “Exchange”), (b) as a result of the Exchange, Moolec will become a wholly-owned subsidiary of Holdco, (c) immediately prior to the consummation of the Merger but after the Exchange Effective Time, each of the Company SAFE Holders will receive and become holders of issued and outstanding Holdco Ordinary Shares, in accordance with the respective Company SAFE, with such adjustments (if any) required under Luxembourg law, (d) following the consummation of the Exchange, Merger Sub will merge with and into LightJump, with LightJump surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the “Merger”) and, in the context of the Merger, all SPAC Common Stock outstanding shall be converted into the right to receive the Merger Consideration in the form of Holdco Ordinary Shares pursuant to a share capital increase of Holdco, as set forth in

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the Business Combination Agreement, and (e) Moolec’s CFO will be freely allotted the Key Staff Participation to satisfy the requirements under the CFO Consulting Agreement. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Business Combination Agreement.

Upon the terms and subject to the conditions set forth in the Business Combination Agreement and the Exchange Agreements at the Exchange Effective Time, the Exchange will take place based on an exchange ratio of 0.66787343 used to determine the number of aggregate Holdco Ordinary Shares valued at $10.00 per Holdco Share for which the aggregate Company Ordinary Shares will be exchanged (the “Exchange Consideration”). The valuation of the Company Ordinary Shares contributed to Holdco by the Company Shareholders against new Holdco Ordinary Shares pursuant to the Exchange shall be deemed to be, as of the Exchange Effective Time, the sum of US$325,000,000.

Pursuant to the Exchange Agreements, each Company Shareholder has also agreed to not transfer any of its Company Ordinary Shares before the earlier to occur of the Exchange and the termination of the Business Combination Agreement pursuant to its terms.

In connection with the closing of the transactions contemplated by the Transaction Documents, including the Transactions, each of Union Group Ventures Limited, THEO I SCSp and Sponsor has entered into the Backstop Agreement, agreeing, severally but not jointly, to provide the funding of certain amounts as set forth therein.

The Business Combination Agreement

On June 14, 2022, LightJump, Moolec, Merger Sub and Holdco entered into the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Merger and Exchange and the other transactions contemplated thereby, as summarized below. Following the effectiveness of the transactions contemplated by the Merger, the parties will consummate the Business Combination and LightJump and Moolec will become direct wholly-owned subsidiaries of Holdco. Pursuant to the Business Combination Agreement, each of the following transactions will occur, in the following order:

        At the Exchange Effective Time, subject to the receipt of the Company Requisite Approvals, the Holdco Requisite Approvals and the delivery of the Exchange Auditor Report, and in accordance with the Holdco Delegate Resolutions:

        all issued Company Ordinary Shares held by the Company Shareholders shall be transferred and for the purposes of the 1915 Law, contributed in kind to Holdco, free and clear of all Liens (other than the Company Shareholders’ Agreements Liens that will expire on or prior to the Closing Date), and the Company Shareholders shall subscribe for and, as consideration for the contribution, shall be issued, in accordance with the Exchange Ratio (save that the Holdco Ordinary Shares to be issued shall be reduced by the number of Holdco Ordinary Shares already held by the Company Shareholders immediately prior to the Exchange), the Exchange Issuance;

        The Exchange Issuance shall be allocated among the Company Shareholders in accordance with the terms of the Payment Spreadsheet and Exchange Agreements;

        each Company SAFE Holder shall have contributed all of its rights and obligations under each Original SAFE to Holdco in consideration for the issuance by Holdco of a simple agreement for future equity on substantively identical terms (mutatis mutandis) with such adjustments (if any) required under Luxembourg law. For Luxembourg law purposes, a Luxembourg independent auditor (réviseur d’entreprises) of Holdco shall have issued a report on the contributions in kind relating to the contribution of the Original SAFEs prepared in accordance with article 420-10 of the 1915 Law;

        each Company Shareholder shall cease to be the holder of such Company Ordinary Shares, subject to the submission of all filings required under Law (including any filings required to pay stamp duties), and Holdco will be recorded as the registered holder of all the Company Ordinary Shares so exchanged and transferred and will be the legal and beneficial owner thereof.

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        Immediately prior to the Merger Effective Time but after the Exchange Effective Time, each Company SAFE Holder shall receive and become holders of issued and outstanding Holdco Ordinary Shares, in accordance with the respective Original SAFE, with such adjustments (if any) required under Luxembourg law;

        SPAC shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL in order to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Company and SPAC in writing and specified in the Certificate of Merger in accordance with the DGCL;

        At the Merger Effective Time, by virtue of the Merger and the Holdco Requisite Approvals, subject to the Merger Auditor Report, and without any further action on the part of SPAC, Merger Sub, Holdco or the Company or the holders thereunder:

        each SPAC Common Stock issued and outstanding immediately prior to the Merger Effective Time, excluding those have been redeemed subject to any redemption rights, shall be exchanged with Holdco (which exchange, for purposes of the 1915 Law, shall include, for the avoidance of doubt, a contribution-in-kind of each such shares of SPAC Common Stock from the holders of SPAC Common Stock to Holdco), against the issue by Holdco of new Holdco Ordinary Shares (such issuance, the “Merger Issuance”), under the authorized share capital of Holdco (pursuant to the Holdco Delegate Merger Resolutions) and subscribed by the contributing holders of SPAC Common Stock by virtue of the Merger and in accordance with the 1915 Law for one validly issued and fully paid Holdco Ordinary Share (the “Merger Consideration”), delivered by Holdco;

        as a result of the Merger, all SPAC Common Stock shall cease to be outstanding, shall be cancelled and shall cease to exist;

        each share of common stock, par value $0.01 of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall be converted and exchanged for one (1) validly issued, fully paid and nonassessable ordinary share, par value $0.01 per share, of the Surviving Company; and

        Each SPAC Warrant that is outstanding immediately prior to the Merger Effective Time shall, pursuant to the SPAC Warrant Agreement, cease to represent a right to acquire one SPAC Common Stock and shall be converted in accordance with the terms of such SPAC Warrant Agreement, at the Merger Effective Time, into a right to acquire one Holdco Ordinary Share on substantially the same terms as were in effect immediately prior to the Merger Effective Time under the terms of the SPAC Warrant Agreement.

The parties to the Business Combination Agreement will hold the closing on the date of the Merger Effective Time, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time).

The Combined Company is expected to have an implied initial enterprise value of $[•].

For more information, see the section entitled “The Business Combination Agreement — Consideration to be Received in the Business Combination.”

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Conditions to the Closing

General Conditions

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are conditioned on the satisfaction or waiver (where permissible) of the following conditions at or prior to the Closing:

(a)     The SPAC Proposals shall have been approved and adopted by the requisite affirmative vote of the shareholders of LightJump in accordance with this proxy statement/prospectus, DGCL, the SPAC Organizational Documents and the rules and regulations of the Nasdaq Capital Market;

(b)    the Company Requisite Approvals shall have been obtained and delivered to LightJump in a form and substance reasonably acceptable to LightJump;

(c)     the Holdco Requisite Approvals shall have been obtained and delivered to LightJump in a form and substance reasonably acceptable to LightJump;

(d)    a Luxembourg independent auditor (réviseur d’entreprises) of Holdco shall have issued (i) at or before the Merger Effective Time a report on the contributions in kind relating to the Merger Issuance prepared in accordance with article 420-10 of the 1915 Law (the “Merger Auditor Report”), (ii) at or before the Exchange Effective Time, in accordance with the Exchange Agreements, a report on the contributions in kind relating to the Exchange Issuance prepared in accordance with article 420-10 of the 1915 Law (the “Exchange Auditor Report”);

(e)     (A) Any waiting period under any Antitrust Laws applicable to the Transactions shall have expired or been earlier terminated, and (B) all other consents of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of the Business Combination Agreement set forth on Schedule 9.01 to the Business Combination Agreement shall have been obtained;

(f)     no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Transactions, including the Merger or Exchange, illegal or otherwise prohibiting consummation of the Transactions, including the Merger or Exchange;

(g)    this Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement shall have been initiated by the SEC and not withdrawn;

(h)    the Holdco Ordinary Shares shall have been approved for listing on Nasdaq, subject to official notice of issuance;

(i)     LightJump shall have at least $5,000,001 of net tangible assets after giving effect to the amounts funded under the Backstop Agreement and following the exercise of Redemption Rights in accordance with the SPAC Organizational Documents;

(j)     the delivery of the Financial Advisor Opinion pursuant to Section 8.19 of the Business Combination Agreement;

(k)    the delivery of an agreement, which shall be in a form mutually agreeable to Moolec and LightJump, between the CFO and Moolec by which the CFO agrees that the issuance of the Key Staff Participation satisfies all obligations of Moolec relating to the issuance of shares in Moolec to the CFO under the CFO Consulting Agreement; and

(l)     all parties to the Registration Rights and Lock-Up Agreement shall have delivered, or cause to be delivered, copies of the Registration Rights and Lock-Up Agreement duly executed by all such parties.

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Conditions to the Obligations of LightJump

The obligations of LightJump to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

(a)     certain representations and warranties of Moolec shall each be true and correct in all respects as of the Exchange Effective Time, the Merger Effective Time and as of the Closing Date and all other representations and warranties of Moolec shall be true and correct as of the Exchange Effective Time, the Merger Effective Time and as of the Closing Date, except where the failure of such representations and warranties to be true and correct does not result in a Company Material Adverse Effect;

(b)     certain representations and warranties of Holdco and Merger Sub shall each be true and correct in all respects as of the Exchange Effective Time, the Merger Effective Time and as of the Closing Date and all other representations and warranties of Holdco and Merger Sub shall be true and correct as of the Exchange Effective Time, the Merger Effective Time and as of the Closing Date, except where the failure of such representations and warranties to be true and correct would be materially adverse to Holdco or Merger Sub;

(c)     Moolec, Holdco and Merger Sub shall have performed or complied in all material respects with all agreements and covenants (other than Section 7.01(c)) of the Business Combination Agreement on or prior to the Exchange Effective Time and the Merger Effective Time, as applicable (including, for the avoidance of doubt and without limitation, Section 8.13 of the Business Combination Agreement); provided, that Holdco shall have performed or complied in all respects with the agreements and covenants set forth in Section 7.01(c) of the Business Combination Agreement;

(d)     (i) Moolec, Holdco and Merger Sub shall have delivered to LightJump a certificate, dated as of the date of the Merger Effective Time, signed by an officer of Moolec, certifying as to the satisfaction of the conditions specified in Section 9.02(a), Section 9.02(b) and Section 9.02(d) of the Business Combination Agreement and (ii) Moolec, Holdco and Merger Sub shall have delivered to LightJump a certificate, dated as of the Exchange Effective Time, signed by an officer of Moolec, certifying as to the satisfaction of the conditions specified in Section 9.02(a), Section 9.02(b) and Section 9.02(d) of the Business Combination Agreement;

(e)     no Company Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Merger Effective Time and no Company Material Adverse Effect shall have occurred between the Merger Effective Time and the Exchange Effective Time;

(f)     Moolec shall have delivered the PCAOB Financials as contemplated in Section 8.13 of the Business Combination Agreement;

(g)    as of immediately prior to the Closing Date, there shall be no Company Ordinary Shares or other Equity Interest of Moolec outstanding other than Company Ordinary Shares and other Equity Interests that are subject to an Exchange Agreement (which shall provide that such security shall be either cancelled or converted into shares of Company Ordinary Shares to be transferred to Holdco in accordance with Section 3.02 of the Business Combination Agreement);

(h)    LightJump shall have received evidence to its satisfaction that the actions contemplated in Section 8.17 of the Business Combination Agreement have been taken;

(i)     each of the employees of Moolec listed on 8.04(b) of the Company Disclosure Schedule shall have executed and delivered to Moolec or Holdco employment agreements executed in compliance with Section 8.04(b) of the Business Combination Agreement with such agreements being in full force and effect;

(j)     Holdco shall have delivered to LightJump and Trustee, the SPAC Warrant Amendment and Assignment executed by Holdco; and

(k)    Each of Moolec, the Company Shareholders, Holdco, and Merger Sub shall have delivered, or caused to be delivered, each of the Ancillary Agreements to which such Person is a party and that, by its terms, is required to be executed and delivered at the Closing Date, in each case, duly executed by such Person.

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Conditions to the Obligations of Moolec

The obligations of Moolec to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

(a)     certain representations and warranties of SPAC shall each be true and correct in all respects as of the Exchange Effective Time, the Merger Effective Time and as of the Closing Date and all other representations and warranties of SPAC shall be true and correct as of the Exchange Effective Time, the Merger Effective Time and as of the Closing Date, except where the failure of such representations and warranties to be true and correct does not result in a SPAC Material Adverse Effect;

(b)     certain representations and warranties of Holdco and Merger Sub shall each be true and correct in all respects as of the Exchange Effective Time, the Merger Effective Time and as of the Closing Date and all other representations and warranties of Holdco and Merger Sub shall be true and correct as of the Exchange Effective Time, the Merger Effective Time and as of the Closing Date, except where the failure of such representations and warranties to be true and correct would be materially adverse to Holdco or Merger Sub;

(c)     SPAC shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by or prior to the Exchange Effective Time and the Merger Effective Time, as applicable.

(d)    (i) SPAC shall have delivered to Moolec a certificate, dated as of the date of the Merger Effective Time, signed by the Chief Executive Officer of SPAC, certifying as to the satisfaction of the conditions specified in Section 9.03(a), Section 9.03(b) and Section 9.03(d) of the Business Combination Agreement and (ii) SPAC shall have delivered to Moolec a certificate, dated as of the Exchange Effective Time, signed by the Chief Executive Officer of SPAC, certifying as to the satisfaction of the conditions specified in Section 9.03(a), Section 9.03(b) and Section 9.03(d) of the Business Combination Agreement;

(e)     no SPAC Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Merger Effective Time and no SPAC Material Adverse Effect shall have occurred between the Merger Effective Time and the Exchange Effective Time;

(f)     SPAC shall have delivered to Holdco and Trustee, the SPAC Warrant Amendment and Assignment executed by SPAC;

(g)    SPAC shall have delivered or caused to be delivered, each of the Ancillary Agreement to which such Person is a party and that, by its terms is required to be executed and delivered at the Closing, in each case, duly executed by such Person; and

(h)    Sponsor shall have transferred to UG Holdings, LLC (or its designated affiliate) 1,035,000 shares of SPAC Common Stock, as contemplated by the Backstop Agreement.

Termination of the Business Combination Agreement

The Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the Merger Effective Time, notwithstanding any requisite approval and adoption of the Business Combination Agreement and the Transactions by the Company Shareholders or the LightJump Holders as follows:

(i)     by mutual written consent of SPAC and Moolec;

(ii)    by either SPAC or Moolec if the Merger Effective Time shall not have occurred prior to the later of (x) 5:00 p.m. (New York time) on January 12, 2023 and (y) the last day of the extended time period that LightJump is able, under its organization documents, to consummate a business combination if LightJump successfully extends such date;

(iii)   by either SPAC or Moolec if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and non-appealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transaction or the Merger;

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(iv)   by either SPAC or Moolec if any of the SPAC Proposals shall fail to receive the requisite vote for approval at the special meeting of stockholders of SPAC;

(v)    by SPAC upon a breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of Moolec, Holdco or Merger Sub that remains uncured for more than 30 days after written notice of such breach is provided by SPAC to Moolec, or if any representation or warranty of Moolec, Holdco or Merger Sub shall have become untrue, in either case such that the conditions relating to representations and warranties and certain covenants and agreements would not be satisfied; and

(vi)   by Moolec upon any breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of SPAC that remains uncured for more than 30 days after written notice of such breach is provided by Moolec to SPAC, or if any representation or warranty of SPAC shall have become untrue, in either case such that the conditions relating to representations and warranties and certain covenants and agreements would not be satisfied.

In the event that the Business Combination Agreement is terminated, all Transaction Expenses incurred in connection with the Business Combination Agreement, the Ancillary Agreements, and the Transactions shall be paid by the party incurring such Transaction Expenses.

If the Transactions are consummated:

(i)     holders of Public Shares exercising redemption rights will be paid their pro rata amount of the Trust Account in exchange for their shares;

(ii)    as promptly as practicable after the Closing, Holdco shall transfer or cause to be transferred to Sponsor or its designee an amount in cash equal to the Sponsor Advanced Funds so long as the unpaid SPAC Transaction Expenses as of the Closing do not exceed the applicable SPAC Transaction Expenses Cap;

(iii)   Holdco shall pay or cause to be paid, (x) the Company Transaction Expenses, (y) the EarlyBird Cash Fees, unless the Net Available Assets are equal to less than $200,000, then, in such event, Sponsor and Holdco shall pay 50% of all EarlyBird Cash Fees, and (z) the SPAC Transaction Expenses that are unpaid as of the Closing up to an amount not to exceed the SPAC Transaction Expenses Cap; and

(iv)   Sponsor shall pay or cause to be paid, (x) all unpaid SPAC Transaction Expenses in excess of the applicable SPAC Transaction Expenses Cap; (y) any expenses incurred by LightJump in its pursuit of potential acquisition or business targets other than Moolec or that were not incurred by LightJump in connection with or in furtherance of the Transactions, other than the Sponsor Advanced Funds and (z) all Extension Amendment Fees. Within five (5) days following the six (6) month anniversary of the Closing, Holdco shall issue the EarlyBird Share Fees.

Other Agreements Related to the Business Combination Agreement

Company Shareholder Contribution and Exchange Agreements

Concurrently with the execution of the Business Combination Agreement, each Company Shareholder entered into an Exchange Agreement with Moolec and Holdco pursuant to which, among other things, each Company Shareholder consented to the Exchange and all transaction contemplated under the Business Combination Agreement and the Transaction Documents to which it is a party and, consequently, agreed to (i) contribute its Company Ordinary Shares to Holdco in exchange for Holdco Ordinary Shares, (ii) not transfer any of its Company Ordinary Shares before the earlier of (a) one year from June 14, 2022 and (b) the implementation of the Exchange or termination of the Exchange Agreement. The Company Shareholders who entered into the Exchange Agreements collectively represent 100% of the issued and outstanding Company Ordinary Shares.

The Exchange Agreements are subject to customary conditions, covenants, representation and warranties.

For more information about the Exchange Agreements, see the section entitled “Certain Agreements Related to the Business Combination — Company Shareholder Contribution and Exchange Agreements.

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Backstop Agreement

Concurrently with the execution of the Business Combination Agreement, Union Group Ventures Limited, THEO I SCSp, UG Holdings, LLC and Sponsor entered into the Backstop Agreement, pursuant to which, among other things, the parties agreed to provide, on a several (and not joint) basis, the funding necessary to backstop an aggregate amount equal to $10,000,000, conditioned upon Closing on the terms and subject to the conditions set forth in the Backstop Agreement.

For more information about the Backstop Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Backstop Agreement.”

Transaction Support Agreement

Concurrently with the execution of the Business Combination Agreement, LightJump, Sponsor, Moolec, Holdco, certain Company Shareholders and the SAFE Holders and certain LightJump Holders entered into the Transaction Support Agreement pursuant to which, among other things, the Sponsor and certain LightJump Holders have agreed with LightJump, Holdco, Moolec and the Company Shareholders to (i) waive certain rights, and (ii) take certain actions to support the Transactions. Additionally, during the interim period (from June 14, 2022 until the earlier of (i) the Closing or (ii) termination of the Business Combination Agreement), each LightJump Holder has agreed not to transfer any Sponsor shares that she, he or it Beneficially Owns (as defined under Rule 13d-3 of the Exchange Act) without the prior written consent of Holdco, with the exception of certain permitted transfers described in the Transaction Support Agreement. Each SAFE Holder has agreed to execute all documentation and perform all necessary actions reasonably required by Moolec and/or Holdco as may be necessary or desirable in connection with the issuance by Holdco of Holdco Ordinary Shares to each SAFE Holder, substantially in accordance with the Original SAFE.

For more information about the Transaction Support Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Transaction Support Agreement.

Assignment, Assumption and Amendment to Warrant Agreement

In connection with the Merger, Holdco will assume the obligations of SPAC under the Warrant Agreement by executing the SPAC Warrant Amendment and Assignment.

For more information about the SPAC Warrant Amendment and Assignment, see the section entitled “Certain Agreements Related to the Business Combination — Assignment, Assumption and Amendment to Warrant Agreement.”

Registration Rights and Lock-Up Agreement

In connection with the closing of the Transactions, the Sponsor, Holdco, the CFO, the Company Shareholders and SAFE Holders will enter into the Registration Rights and Lock-Up Agreement pursuant to which, among other things, the Sponsor, the CFO and the Company Shareholders and SAFE holders shall have customary demand and piggyback registration rights in connection with the Holdco Ordinary Shares issued to them in the Merger or the Exchange. Additionally, the Holdco Ordinary Shares held by each party to the Registration Rights and Lock-Up Agreement will be subject to a lock-up until (i) the date that is 365 days from the Closing Date, and (ii) such date on which Holdco completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders of Holdco having the right to exchange their Holdco Ordinary Shares for cash, securities or other property, provided that if the share price of the Holdco Ordinary Shares exceeds $12.00 per Holdco Ordinary Share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period, the parties to the Registration Rights and Lock-Up Agreement may transfer up to 50% of the Holdco Ordinary Shares subject to the Registration Rights and Lock-Up Agreement.

For more information about the Registration Rights and Lock-Up Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Registration Rights and Lock-Up Agreement.”

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Interests of Certain Persons in the Business Combination

In considering the recommendation of LightJump’s board of directors to vote in favor of the Business Combination, LightJump’s stockholders should be aware that, aside from their interests as stockholders, the Sponsor and LightJump’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders and warrant holders generally. LightJump’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

        the Sponsor’s beneficial ownership of an aggregate of 3,450,000 Founder Shares, all of which are beneficially owned by our Chairman and Chief Executive Officer, which shares would become worthless if LightJump does not complete a business combination within the applicable time period, as the LightJump Initial Stockholders, including the Sponsor, have waived any right to liquidation proceeds from the Trust Account with respect to these shares. The Sponsor paid an aggregate of $25,000 (or $0.009 per share) for the 3,450,000 Founder Shares. Such shares have an aggregate market value of approximately $[•] based on the closing price of SPAC Common Stock of $[•] on Nasdaq on [•], 2022, the record date for the special meeting of stockholders;

        the Sponsor’s beneficial ownership of an aggregate of 4,210,000 warrants, acquired for an aggregate purchase price of $4,210,000, which warrants would become worthless if LightJump does not complete a business combination within the applicable time period;

        LightJump’s directors will not receive reimbursement for any out-of-pocket expenses incurred by them on LightJump’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. As of [•], no out-of-pocket expenses have been incurred by LightJump’s directors incident to identifying, investigating and consummating a business combination;

        the potential continuation of certain of LightJump’s directors as directors of Holdco; and

        the continued indemnification of current directors and officers of LightJump and continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence LightJump’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. You should also read the section entitled “The Business Combination — Interests of LightJump’s Directors and Officers in the Business Combination.

Reasons for the Approval of the Business Combination

After careful consideration, LightJump’s board of directors recommends that LightJump’s stockholders vote “FOR” each proposal being submitted to a vote of the LightJump Holders at the special meeting. For a description of LightJump’s reasons for the approval of the Business Combination and the recommendation of LightJump’s board of directors, see the section entitled “The Business Combination — LightJump’s Board of Directors’ Reasons for the Approval of the Business Combination.

Redemption Rights

Pursuant to the SPAC COI any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable, calculated as of two business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of LightJump’s IPO as of two Business Days prior to the consummation of the Business Combination, less franchise and income taxes payable, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $27,993,798 on July 12, 2022 and 2,767,210 public shares outstanding, the estimated per share redemption price would have been approximately $10.12.

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If you exercise your redemption rights, your shares of SPAC Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption. See the section entitled “The Special Meeting of LightJump Holders — Redemption Rights.

Impact of the Business Combination on Holdco’s Public Float

It is anticipated that, upon completion of the Business Combination, (i) LightJump’s existing stockholders, including the Sponsor, will own approximately 6.14% of the issued and outstanding Holdco Ordinary Shares, including 2,415,000 Holdco Ordinary Shares held by the Sponsor that will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreement, (ii) the Company Shareholders will own approximately 82.58% of the issued and outstanding Holdco Ordinary Shares, all of which will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreement, (iii) the CFO will own approximately .62% of the issued and outstanding Holdco Ordinary Shares which will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreements and (iv) the SAFE Holders will own approximately .69% of the issued and outstanding Holdco Ordinary Shares. These relative percentages assume that (i) none of the holders of the Public Shares exercise their redemption rights in connection with the approval of the Business Combination, (ii) the provisions relating to the funding pursuant to the Backstop Agreement are not triggered and (iii) no additional equity securities of LightJump are issued at or prior to Closing. If the actual facts are different than these assumptions, the percentage ownership retained by the LightJump Holders will be different. Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.

The following table presents the share ownership of various holders of Holdco Ordinary Shares upon the closing of the Business Combination and are based on the assumptions that (i) the Closing Date shall be [•], 2022, (ii) no additional equity securities of LightJump are issued at or prior to Closing and (iii) the following redemption scenarios:

No Redemptions.    This scenario assumes that none of LightJump’s existing Public Stockholders will exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares.

50% Redemptions.    This scenario assumes that LightJump’s existing Public Stockholders exercise their redemption rights with respect to 1,383,605 Public Shares (50% of the currently issued and outstanding unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $10.12 per share.

Maximum Redemptions.    This scenario assumes that 100% of LightJump’s existing Public Stockholders exercise their redemption rights with respect to their public shares in connection with the approval of the Business Combination, at a price of $10.12 per share and assumes that the obligations under the Backstop Agreement will be satisfied by making a cash contribution to Holdco. See “Certain Agreements Related to the Business Combination — Backstop Agreement.

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No Redemptions(1)

 

50% Redemptions(1)

 

Maximum
Redemptions
(1)(2)

Shareholders of Holdco Post Business Combination(1)

 

Number of
Holdco
Ordinary
Shares

 

% of
Total

 

Number of
Holdco
Ordinary
Shares

 

% of
Total

     

% of
Total

BG Farming Technologies Limited

 

15,275,000

 

38.8

%

 

15,275,000

 

40.2

%

 

15,275,000

 

 

40.6

%

Union Group Ventures Ltd.

 

15,275,000

 

38.8

%

 

15,275,000

 

40.2

%

 

15,525,000

(4)(7)

 

41.3

%

Bioceres Crop Solutions Corp.

 

1,950,000

 

5.0

%

 

1,950,000

 

5.1

%

 

1,950,000

 

 

5.2

%

SAFE Holders

 

274,951

 

.7

%

 

274,951

 

.7

%

 

524,951

(5)(7)

 

1.4

%

Initial Stockholders(3)

 

2,535,000

 

6.4

%

 

2,535,000

 

6.7

%

 

3,035,000

(6)(7)

 

8.1

%

LightJump Public Stockholders

 

2,767,210

 

7.0

%

 

1,383,605

 

3.6

%

 

0

 

 

0

%

Key Staff Participation

 

243,774

 

.6

%

 

243,774

 

.6

%

 

243,774

 

 

.7

%

UG Holdings LLC

 

1,035,000

 

2.6

%

 

1,035,000

 

2.7

%

 

1,035,000

 

 

2.8

%

Total

 

39,355,935

 

99.9

%

 

37,972,330

 

99.8

%

 

37,588,725

 

 

100.1

%

____________

(1)      Does not reflect any shares to be issued following Closing pursuant to (i) the EarlyBird Share Fee or (ii) any equity securities to be granted pursuant to any management or employee share plans.

(2)      Assumes that the obligations under the Backstop Agreement are satisfied through a cash contribution to Holdco, including, (i) the Sponsor provides $5,000,000 in cash to Holdco, (ii) Union Group Ventures Ltd. provides $2,500,000 in cash to Holdco and (iii) Theo I SCSp provides $2,500,000 in cash to Holdco.

(3)      Includes 2,415,000 held by the Sponsor and 120,000 ordinary shares issued to EarlyBird in connection with the IPO.

(4)      Reflects an additional 250,000 Holdco Ordinary Shares to be issued to Union Group Ventures Ltd. in connection with the Backstop Agreement.

(5)      Reflects an additional 250,000 Holdco Ordinary Shares to be issued to Theo I SCSp in connection with the Backstop Agreement.

(6)      Reflects an additional 500,000 Holdco Ordinary Shares to be issued to Sponsor in connection with the Backstop Agreement.

(7)      In scenarios where a sufficient number of holders of Public Shares redeem their shares and the obligations under the Backstop Agreement are triggered, which would occur if the Net Available Assets minus the EarlyBird fee is less than $10,000,000, many variations of the ownership of Holdco Ordinary Shares post-closing are possible. The assumption that the obligations of the Backstop Agreement will be satisfied through a cash contribution to Holdco are subject to change and is only one possibility that could occur under the Backstop Agreement. Pursuant to the Backstop Agreement each of the Sponsor, Union Group Ventures Limited and Theo I SCSp is able to comply with its obligations under the Backstop Agreement by either (i) contributing cash to Holdco immediately prior to Closing or, (ii) arranging for and obtaining written commitments from Public Stockholders seeking to exercise its election to redeem their Public Shares to reverse the redemption election, which could be in exchange for guarantee of payment or other agreed form of consideration. If the Sponsor, Union Group Ventures Limited or Theo I SCSp elects to satisfy all or a portion of its obligation under the Backstop Agreement by means of redemption reversals or other form of commitment from Public Stockholders, then the equity stake in Holdco as described in the table above would be different. See “Certain Agreements Related to the Business Combination — Backstop Agreement.”

For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.

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Organizational Structure

Prior to the Business Combination

The following diagram shows the current ownership structure of LightJump (excluding the impact of the shares underlying the SPAC Warrants).

____________

(1)      For more information about the ownership interests of our Initial Stockholders, including the Sponsor, prior to the Business Combination, please see the section entitled “Security Ownership Of Certain Beneficial Owners and Management.

The following diagram shows the current structure of Moolec and Holdco:

____________

(1)      For more information about the ownership interests of Moolec, prior to the Business Combination, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management.

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The following diagram shows the pro forma ownership percentages (excluding the impact of the shares underlying the Holdco Warrants) and structure of Holdco immediately following the consummation of the Business Combination. The relative percentages assume that (i) none of LightJump’s existing Public Stockholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares, (ii) no additional equity securities of LightJump are issued prior to the Closing and (iii) a Closing Date of [•].

Board of Directors of Holdco Following the Business Combination

At the Merger Effective Time, the Holdco Board is expected to be comprised of seven members, including [•].

Material Tax Consequences

For a detailed discussion of certain U.S. federal income tax consequences and Luxembourg tax consequences and of the Business Combination, see the sections titled “Material U.S. Federal Income Tax Considerations” and “Material Luxembourg Income Tax Considerations” in this proxy statement/prospectus.

Accounting Treatment

The Business Combination will be accounted for as a capital reorganization in accordance with IFRS as issued by the IASB. Under this method of accounting, LightJump will be treated as the “acquired” company for financial reporting purposes and Moolec will be the accounting “acquirer.” This determination was primarily based on the assumptions that Moolec’s shareholders will hold a majority of the voting power of the Combined Company, Moolec’s operations will substantially comprise the ongoing operations of the Combined Company, Moolec’s designees are expected to comprise a majority of the governing body of the Combined Company, and Moolec’s senior management will comprise the senior management of the Combined Company. However, LightJump does not meet the definition of a “business” pursuant to IFRS 3, Business Combinations, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization. The net assets of LightJump will be stated at historical cost, with no goodwill or other intangible assets recorded.

Other Shareholder Proposals

In addition to the Business Combination Proposal, LightJump Holders will be asked to vote on the Stockholder Adjournment Proposal. For more information about the Stockholder Adjournment Proposal, see the section entitled “Stockholder Proposal No. 2 — The Stockholder Adjournment Proposal.”

Appraisal or Dissenters’ Rights

No appraisal or dissenters’ rights are available to holders of shares of SPAC Common Stock or SPAC Warrants in connection with the Business Combination.

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Date, Time and Place of the Special Meeting

The special meeting of stockholders of LightJump will be held at [•] a.m., Eastern time, on [•], 2022, at [•], or such other date, time and place to which such meetings may be adjourned or postponed, for the purpose of considering and voting upon the proposals. [The special meeting will be completely virtual].

Record Date and Voting

You will be entitled to vote or direct votes to be cast at the special meeting of stockholders if you owned shares of SPAC Common Stock at the close of business on [•], 2022, which is the record date for the special meeting of stockholders. You are entitled to one vote for each share of SPAC Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 2,767,210 shares of SPAC Common Stock outstanding and 6,900,000 outstanding Public Warrants.

LightJump’s Sponsor, officers and directors have agreed to vote all of their Common Stock and any Public Shares acquired by them in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. LightJump’s issued and outstanding warrants do not have voting rights at the special meeting of stockholders.

Proxy Solicitation

Proxies may be solicited by mail. LightJump has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “The Special Meeting of LightJump Holders — Revocability of Proxies.”

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of LightJump’s stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the SPAC Common Stock outstanding and entitled to vote at the meeting is represented in person or by proxy.

The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of all then outstanding shares of SPAC Common Stock entitled to vote thereon at the special meeting of stockholders. The Stockholder Adjournment Proposal, if presented, requires the affirmative vote of the holders of a majority of the shares of SPAC Common Stock that are voted thereon at the special meeting of stockholders. Accordingly, a LightJump stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, or an abstention from voting, will have the same effect as a vote “AGAINST” the Business Combination Proposal and will have no effect on the outcome of any vote on the Stockholder Adjournment Proposal.

Recommendation to LightJump Shareholders

LightJump’s board of directors believes that each of the Business Combination Proposal and the Stockholder Adjournment Proposal, is in the best interests of LightJump and its stockholders and recommends that its stockholders vote “FOR” each of the proposals to be presented at the special meeting.

Summary Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to LightJump and Moolec are summarized below:

LightJump

        LightJump identified a material weakness in its internal control over financial reporting. This material weakness could continue to adversely affect its ability to report its results of operations and financial condition accurately and in a timely manner.

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        LightJump has no operating or financial history and its results of operations and those of Holdco may differ significantly from the unaudited pro forma financial data included in this proxy statement.

        LightJump may not be able to complete its initial business combination or amend its charter prior to January 12, 2023, in which case LightJump would cease all operations except for the purpose of winding up and LightJump would redeem its public shares and liquidate. If this occurs, LightJump’s Public Stockholders may only receive $10.12 per share of SPAC Common Stock, or less than such amount in certain circumstances, and the SPAC Warrants will expire worthless.

        If a LightJump Holder wishing to redeem its SPAC Common Stock in connection with the Business Combination fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

        The Sponsor and LightJump’s directors, officers, advisors or their affiliates may elect to purchase shares from LightJump Holders, which may influence a vote on the Business Combination and reduce the public “float” of SPAC Common Stock.

        LightJump Holders cannot be sure of the market value of the Holdco Ordinary Shares to be issued upon completion of the Business Combination.

        The Holdco Ordinary Shares to be received by LightJump’s Holders as a result of the Business Combination will have different rights from shares of SPAC Common Stock.

        LightJump’s Sponsor, officers and directors have agreed to vote in favor of the Business Combination, regardless of how the other LightJump Holders vote. As a result, LightJump would not need any additional votes in favor of such proposals in order to approve the Business Combination.

        The Sponsor and LightJump’s executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

        The exercise of discretion by LightJump’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of LightJump securityholders.

        Subsequent to the completion of the Business Combination, Holdco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Holdco’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

        LightJump Holders’ ownership and voting interest in Holdco will be significantly reduced from their interest in LightJump, and the LightJump Holders will exercise little influence over management.

Moolec

        Moolec is an early-stage company with a history of losses and Moolec may not achieve or maintain profitability.

        Moolec has a limited operating history, which makes it difficult to evaluate its current business and prospects and may increase the risk of investment.

        Moolec is wholly dependent on the success of its technologies, including its molecular farming technologies, and Moolec has limited data on the performance of its technologies to date.

        Moolec will likely require additional financing to achieve its goals, and failure to obtain necessary capital when needed on acceptable terms, or at all, may force Moolec to delay, limit, reduce or terminate its product manufacturing, development and other operations.

        To compete effectively, Moolec must introduce new products that achieve market acceptance and improve the output of its technology.

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        The successful commercialization of Moolec’s products depends on its ability to produce high-quality products cost-effectively on a large scale and to accurately forecast demand for its products, and Moolec may be unable to do so.

        The successful commercialization of Moolec’s products may face challenges from public perceptions of plant engineered products and ethical, legal, environmental, health and social concerns.

        Moolec’s field trials and research could be negatively affected by weather and climatic variations, disease or pests, or acts of protest or vandalism which could lower the expected yield, and delay the production and product candidates.

        If Moolec’s genetically engineered plants do not express a sufficient yield of an animal protein, Moolec may not be able to take its products to market in a timely manner or successfully operate its business.

        If Moolec fails to develop and maintain the Moolec brand, its business could suffer.

        The overall agricultural industry is susceptible to commodity price changes and Moolec is exposed to market risks from changes in commodity prices.

        Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on Moolec’s business.

        Climate Change may negatively affect Moolec’s business and operations.

        Moolec and its customers depend on patents, copyrights, trademarks, know-how, trade secrets, and other forms of intellectual property protections, but these protections may not be adequate.

        Patents and patent applications of biotechnology involve highly complex legal and factual questions, which, if determined adversely to Moolec, could negatively impact its competitive position.

        Moolec will not seek to protect its intellectual property right in all jurisdictions throughout the world and Moolec may not be able to adequately enforce its intellectual property rights even in the jurisdictions where Moolec seeks protection.

        Moolec may be unsuccessful in developing, licensing or acquiring intellectual property that may be required to develop and commercialize its future products.

        The regulatory environment in the United States for Moolec’s current and potential future products is evolving and may change in the future, negatively impacting its speed to market and cost to launch its potential future products.

        The regulatory environment outside the United States varies greatly from jurisdiction to jurisdiction and there is less certainty how Moolec’s products will be regulated.

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Selected Historical Financial Data of LightJump

The following tables summarize certain financial data for LightJump’s business and should be read in conjunction with the section entitled “LightJump Management’s Discussion and Analysis of Financial Condition and Results of Operations” and LightJump’s audited and unaudited financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.

LightJump’s balance sheet data as of June 30, 2022 and the statement of operations data for the six months ended June 30, 2022 and 2021 are derived from LightJump’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

LightJump’s balance sheet data as of December 31, 2021 and 2020 and statement of operations data for the year ended December 31, 2021 and the period from July 28, 2020 (inception) through December 31, 2020 are derived from LightJump’s audited financial statements included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with LightJump’s financial statements and related notes and the section entitled “LightJump Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus.

 

For the
Six Months
Ended
June 30,
2022

 

For the
Six Months
Ended
June 30,
2021

 

For the
Year Ended
December 31,
2021

 

For the period
from July 28,
2020
(inception)
through
December 31,
2020

Income Statement Data:

   

 

   

 

   

 

   

 

Formation and operating costs

 

1,973,436

 

 

1,037,402

 

 

1,716,659

 

 

13,802

 

Loss from operations

 

(1,973,436

)

 

(1,037,402

)

 

(1,716,659

)

 

(13,802

)

     

 

   

 

   

 

   

 

Other income

   

 

   

 

   

 

   

 

Change in fair value of warrant liability

 

1,936,782

 

 

216,765

 

 

1,663,532

 

 

 

Change in fair value of overallotment liability

 

 

 

 

 

(54,000

)

 

 

Trust interest income

 

187,600

 

 

6,361

 

 

13,319

 

 

 

Total other income

 

2,124,382

 

 

223,126

 

 

1,622,851

 

 

 

Income (loss) before income tax provision

 

150,946

 

 

(814,276

)

 

(93,808

)

 

(13,802

)

Income tax provisions

 

(3,679

)

 

 

 

 

 

 

Net income (loss)

 

147,267

 

 

(814,276

)

 

(93,808

)

 

(13,802

)

     

 

   

 

   

 

   

 

Basic and diluted weighted average shares outstanding, common stock subject to redemption

 

13,800,000

 

 

12,926,667

 

 

13,369,315

 

 

 

Basic and diluted income (loss) per share

 

0.01

 

 

(0.05

)

 

(0.01

)

 

 

Basic and diluted weighted average shares outstanding, non-redeemable common stock

 

3,570,000

 

 

3,525,667

 

 

3,552,740

 

 

3,098,571

 

Basic and diluted net income (loss) per share

 

0.01

 

 

(0.05

)

 

(0.01

)

 

(0.00

)

 

June 30,
2022

 

December 31,
2021

 

December 31,
2020

Balance Sheet Data:

   

 

   

 

   

Cash and marketable securities held in Trust Account

 

138,200,919

 

 

138,013,319

 

 

Total assets

 

138,428,129

 

 

138,169,512

 

 

312,398

Total liabilities

 

3,425,162

 

 

3,313,812

 

 

300,000

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 

 

 

 

 

Common stock, $0.0001 par value; 99,000,000 shares authorized; 3,570,000 shares issued and outstanding (excluding 13,800,000 shares and 0 shares subject to possible redemption as of December 31, 2021 and 2020, respectively)

 

357

 

 

357

 

 

357

Total stockholders’ deficit

 

(2,997,033

)

 

(3,144,300

)

 

12,398

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Selected historical financial data of Moolec

The following table contains selected historical financial data of Moolec as of June 30, 2022 and for the year ended June 30, 2022, and as of June 30, 2021, and for the period from January 1, 2021 through June 30, 2021 and as of December 31, 2020 and for the period from inception on August 21, 2020 through December 31, 2020. Such data as of June 30, 2022 and for the year ended June 30, 2022 and as of June 30, 2021 and for the period from January 1, 2021 through June 30, 2021 and as of December 31, 2020 and for the period from inception on August 21, 2020 through December 31, 2020 have been derived from the audited financial statements of Moolec included elsewhere in this proxy statement/prospectus. The information below is only a summary and should be read in conjunction with the section entitled “Moolec Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Moolec’s financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.

Consolidated Statement of Operations:

 

For the year ended
June 30,
2022

 

From the
period of
January 1,
2021
through
June 30,
2021