Item 1.01 Entry into a Material Definitive
Agreement.
Business Combination Agreement
On June 14, 2022,
LightJump Acquisition Corporation, a Delaware corporation (the “Registrant”
or “SPAC”), Moolec Science Limited, a private limited company
incorporated under the laws of England and Wales (the “Company”), Moolec
Science SA, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of
Luxembourg with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered
with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under
number B268440 (“Holdco”), and Moolec Acquisition, Inc., a Delaware
corporation (“Merger Sub”) entered into a Business Combination Agreement
(the “Business Combination Agreement”).
The Business Combination
Pursuant to the Business
Combination Agreement, SPAC, Holdco, Merger Sub and the Company will enter into a business combination transaction 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, the Company 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 applicable Company SAFE, (d) following the consummation of the Exchange, Merger Sub will
merge with and into SPAC, with SPAC 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 this Agreement, and (e) in order
to satisfy the Company’s obligations under that certain Consulting Agreement, dated June 18, 2021, by and between the Company and
the Company’s Chief Financial Officer (“CFO”), CFO will be freely allotted an aggregate of 243,774 Holdco Ordinary
Shares (the “CFO Free Shares”). 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 .66787343 used to determine the number of aggregate Holdco 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 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 Exchange and the Merger (the “Transactions”),
each of Union Group Ventures Limited, THEO I SCSp and LightJump One Founders, LLC (“Sponsor”) has entered into a Backstop
Agreement (the “Backstop Agreement”), guaranteeing, severally but not jointly, the funding of certain amounts as set
forth therein.
Conditions to Each Party’s Obligations
The obligation of the parties
to consummate the Transactions are subject to the satisfaction or waiver of customary closing conditions at or prior to the Closing, including
(i) Registrant shareholder, Company and Holdco approvals; (ii) issuance of statutory independent auditor reports regarding the contributions
relating to the issuance of Holdco Shares under the Merger and the Exchange; (iii) issuance of a financial advisor opinion; (iv) absence
of any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Transactions
illegal or otherwise prohibiting consummation of the Transactions; (v) effectiveness of the registration statement on Form F-4 relating
to Holdco Ordinary Shares and Holdco Warrants to be issued in the Merger; (vi) Nasdaq listing approval of the Holdco Ordinary Shares;
(vii) execution and delivery of certain ancillary agreements, including the Registration Rights and Lock-Up Agreement; (viii) Registrant
having at least $5,000,001 of net tangible assets and (x) an agreement for the issuance of the CFO Free Shares in a form acceptable to
the CFO.
The obligations of Registrant
to consummate the Transactions are subject to certain additional conditions at or prior to the Closing, including (i) the accuracy of
certain representations and warranties of the Company, Holdco, and Merger Sub except, with respect to certain representations and warranties,
where the failure of such representations and warranties to be true and correct does not result in a Company Material Adverse Effect or
is not materially adverse to Holdco or Merger Sub, as applicable; (ii) the performance or compliance in all material respects with all
agreements and covenants required by the Business Combination Agreement, with certain exceptions; (iii) the delivery to Registrant of
certifications as to the satisfaction of the conditions; (iv) the absence of a Company Material Adverse Effect; (v) there being no Company
Ordinary Shares or other Equity Interest of the Company outstanding other than Company Ordinary Shares and other Equity Interests that
are subject to an Exchange Agreement; (vi) SPAC shall have received evidence to its satisfaction that any Company interested party transactions
have been adequately addressed; and (vii) the execution and delivery of certain ancillary agreements.
The obligations of the Company to consummate the
Transactions are subject to certain additional conditions at or prior to the Closing, including (i) the accuracy of certain representations
and warranties of Registrant except, with respect to certain representations and warranties, where the failure of such representations
and warranties to be true and correct does not result in a SPAC Material Adverse Effect; (ii) the performance or compliance in all material
respects with all agreements and covenants required by the Business Combination Agreement; (iii) the Registrant’s delivery to the
Company of certifications as to the satisfaction of the conditions; (iv) the absence of a SPAC Material Adverse Effect; (v) the execution
and delivery of certain ancillary agreements.
Representations and Warranties
The Business Combination
Agreement contains customary representations and warranties of the Company, Registrant, Holdco and Merger Sub relating to, among other
things, their ability to enter into the Business Combination Agreement and the Ancillary Agreements to which they are party and their
outstanding capitalization. The representations and warranties of the parties contained in the Business Combination Agreement will terminate
and be of no further force and effect as of the closing of the Transactions.
Covenants
The Business Combination
Agreement contains customary covenants of the parties, including, among others, covenants providing for (i) the operation of the parties’
respective businesses prior to consummation of the Transactions, (ii) the parties’ efforts to satisfy conditions to consummate the
Transactions, (iii) Registrant, Company and Holdco preparing and Holdco filing a registration statement containing a proxy statement/prospectus
for the purpose of soliciting proxies from Registrant’s shareholders to vote in favor of certain matters and registering under the
Securities Act of 1933, as amended (the “Securities Act”) the Holdco Ordinary Shares to be issued in connection with
the Merger, (iv) the protection of, and access to, confidential information of the parties and (v) the parties’ efforts to obtain
necessary approvals from Governmental Authorities, if any. The covenants of the parties contained in the Business Combination Agreement
will terminate and be of no further force and effect as of the Closing of the Transactions, except for those covenants that by their terms
require performance after the Closing.
Termination
The Business Combination
Agreement may be terminated and the Transactions may be abandoned at any time prior to the date on which the Merger is effective in accordance
with applicable laws (the “Merger Effective Time”), notwithstanding any requisite approval and adoption of the Business
Combination Agreement and the Transactions by the shareholders of the Registrant, (i) by mutual written consent of Registrant and the
Company; (ii) by either Registrant or the Company if the Merger Effective Time shall not have occurred prior to the later of (x) 5:00
p.m. (New York time) on July 12, 2022 and (y) the last day of the extended time period that the SPAC is able, under its organization documents,
to consummate a business combination if SPAC successfully extends such date; (iii) by either Registrant or the Company 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; (iv) by either Registrant or the Company if any of the Registrant
proposals shall fail to receive the requisite vote for approval at Registrant’s shareholders’ meeting; (v) by Registrant upon
a breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of the Company,
Holdco or Merger Sub that remains uncured for more than 30 days after written notice of such breach is provided by Registrant to the Company,
or if any representation or warranty of the Company, 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 the Company upon any
breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of Registrant
that remains uncured for more than 30 days after written notice of such breach is provided by the Company to Registrant, or if any representation
or warranty of Registrant 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) 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; (ii)
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 (iii) Sponsor shall pay
or cause to be paid, (x) all unpaid SPAC Transaction Expenses in excess of the applicable Transaction Expenses Cap; (y) 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, 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.
Certain Related Agreements
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 (the “Backstop Agreement”), pursuant to which, among other things, the parties guaranteed, on a several (and
not joint) basis, to backstop an aggregate amount equal to $10,000,000 after taking into account the EarlyBird Fee, conditioned upon Closing
on the terms and subject to the conditions set forth in the Backstop Agreement.
A copy of the Backstop Agreement
is filed as Exhibit 10.2 to this Current Report on Form 8-K (this “8-K”) and is incorporated herein by reference, and
the foregoing description of the Backstop Agreement is qualified in its entirety by reference thereto.
Transaction Support Agreement
Concurrently with the execution
of the Business Combination Agreement, SPAC, Sponsor, the Company, Holdco, certain Company Shareholders and the holders of the Original
SAFEs (the “SAFE Holders”) and certain holders of SPAC Common Stock (the “SPAC Holders”) entered
into a Transaction Support Agreement (the “Transaction Support Agreement”) pursuant to which, among other things,
the Sponsor and the SPAC Investors have agreed with SPAC, Holdco, the Company and the Eligible 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 SPAC Investor has agreed not to transfer
any Sponsor shares that she, he or it Beneficially Owns (as defined under Rule 13d-3 of the Securities Exchange Act of 1934, as amended
(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 the Company 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.
The foregoing description
of the Transaction Support Agreement is qualified in its entirety by reference to the full text of the Transaction Support Agreement,
a copy of which is included as Exhibit 10.3 to this 8-K, and incorporated herein by reference.
Assignment, Assumption and Amendment to Warrant
Agreement
In connection with the Merger,
Holdco will assume the obligations of the Company under the Warrant Agreement (the “Warrant Agreement”) dated January
12, 2021, between the Company and Continental Stock Transfer & Trust Company (“CST”), as warrant agent, by executing
an assumption and amendment to the Warrant Agreement with CST and the Company (the “SPAC Warrant Amendment and Assignment”).
A copy of the form of the
SPAC Warrant Amendment and Assignment is filed as Exhibit 10.4 to this 8-K and is incorporated herein by reference, and the foregoing
description of the form of the SPAC Warrant Amendment and Assignment is qualified in its entirety by reference thereto.
Registration Rights and Lock-Up Agreement
In connection with the closing
of the Transactions, the Sponsor, certain other persons and entities holding SPAC Common Stock (the “Original Holders”),
Holdco, the CFO and the Company Shareholders and SAFE Holders will enter into a Registration Rights and Lock-Up Agreement (the “Registration
Rights and Lock-Up Agreement”) pursuant to which, among other things, the Sponsor, the Original Holders, 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.
The foregoing description
of the Registration Rights and Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Registration
Rights and Lock-Up Agreement, a copy of which is included as Exhibit 10.5 to this 8-K, and incorporated herein by reference.
The descriptions of the Business
Combination Agreement, the Exchange Agreements, the Transaction Support Agreement, the Backstop Agreement, the SPAC Warrant Amendment
and Assignment, the Registration Rights and Lock-Up Agreement and the Transactions do not purport to be complete and are qualified in
their entirety by the terms and conditions of the Business Combination Agreement, the form of Exchange Agreement, the Transaction Support
Agreement, the Backstop Agreement, the form of SPAC Warrant Amendment and Assignment, and the form of the Registration Rights and Lock-Up
Agreement filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively. The Business Combination Agreement, the form of Exchange
Agreement, the Backstop Agreement, the form of SPAC Warrant Amendment and Assignment , the Transaction Support Agreement and the form
of the Registration Rights and Lock-Up Agreement have been included as an exhibit to this 8-K to provide investors with information regarding
their respective terms. They are not intended to provide any other factual information about Registrant, the Company, or any other party
to the Business Combination Agreement, the Exchange Agreements, the Backstop Agreement, the SPAC Warrant Amendment and Assignment, the
Transaction Support Agreement, the Registration Rights and Lock-Up Agreement or any related agreement. In particular, the representations,
warranties, covenants and agreements contained in the Business Combination Agreement, the Exchange Agreements, the Backstop Agreement,
the Transaction Support Agreement, the SPAC Warrant Amendment and Assignment and the Registration Rights and Lock-Up Agreement, which
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination
Agreement, the Exchange Agreements, the Backstop Agreement, the Transaction Support Agreement, the SPAC Warrant Amendment and Assignment
and the Registration Rights and Lock-Up Agreement, are subject to important qualifications and limitations agreed to by the parties in
connection with negotiating such agreements, are subject to standards of materiality applicable to the contracting parties that may differ
from those applicable to investors and security holders, and are modified in important part by the underlying disclosure schedules which
are not filed publicly. Investors and security holders are not third-party beneficiaries under the Business Combination Agreement, the
Exchange Agreements, the Backstop Agreement, the Transaction Support Agreement, the SPAC Warrant Amendment and Assignment or the Registration
Rights and Lock-Up Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof,
as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement, the Exchange Agreements,
the Backstop Agreement, the Transaction Support Agreement, the SPAC Warrant Amendment and Assignment or the Registration Rights and Lock-Up
Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the
Business Combination Agreement, the Exchange Agreements, the Backstop Agreement, the Transaction Support Agreement, the SPAC Warrant Amendment
and Assignment or the Registration Rights and Lock-Up Agreement, which subsequent information may or may not be fully reflected in Registrant’s
public disclosures.
Amendment to Business Combination Marketing
Agreement
On January 8, 2020, the Registrant
entered into that certain Business Combination Marketing Agreement (“BCMA”) with EarlyBirdCapital, Inc. (“EBC”).
It is a condition to the consummation of the transactions contemplated by the Business Combination Agreement that Registrant and EBC enter
into an amendment to the BCMA to provide for, among other things, a change in the compensation to be payable to EBC upon the Closing of
the Business Combination. On June 14, 2022, the Registrant and EBC executed an amendment to the BCMA (the “Amendment”)
whereby the Registrant shall pay to EBC (A) a Cash Fee at Closing equal to (i) 20% of the aggregate gross proceeds (up to a maximum
of $3,830,000) held in the Trust Account (after redemptions and reduction of all additional payments included in the Trust Account to
accommodate all extensions) and received by the Registrant in any financing in connection with the Business Combination regardless of
the source of such funds, plus (ii) $1,000,000 and (B) in consideration of EBC introducing the Company to Registrant, Holdco shall issue
to EBC a number of ordinary shares of Holdco equal to $2,000,000 divided by the lesser of (y) the volume weighted average price of Holdco’s
ordinary shares for the ten trading days preceding the six month anniversary of the Closing and (z) $10.00, up to a maximum of 600,000
shares (the “Share Fee”). The Share Fee shall be issued to EBC within five business days of the six month anniversary
of the Closing, and Holdco shall register the resale of the ordinary shares issued to EBC as promptly as practicable after their issuance.
The Sponsor shall forfeit to Holdco for cancellation the same number of shares of common stock payable to EBC under such Share Fee. A
copy of the Amendment is filed as Exhibit 10.6 to this 8-K and is incorporated herein by reference, and the foregoing description of the
Amendment is qualified in its entirety by reference thereto.