| General information | Note
1. General information Moolec Science SA (“the
Company” or “Moolec Science”) is a public limited liability company (société anonyme) incorporated under
the laws of the Grand Duchy of Luxembourg on May 23, 2022 (“date of incorporation”), created to develop affordable alternative
proteins using molecular farming technology. The Company is registered with the Luxembourg Trade and Companies’ Register (Registre
de Commerce et des Sociétés, Luxembourg) under number B268440. Its registered address is 17, Boulevard F.W. Raiffeisen,
L-2411 Luxembourg, Grand Duchy of Luxembourg.
Company
Reorganization On
December 30, 2022 (the “Closing Date”), the Company consummated the transactions contemplated by the Business Combination
Agreement dated as of June 14, 2022, by and among LightJump Acquisition Corporation (“LightJump” or “SPAC”, a
Delaware corporation), Moolec Science Limited (“Moolec”, a private limited company incorporated under the laws of England
and Wales), the Company, and Moolec Acquisition, Inc. (“Merger Sub”, a Delaware corporation) (referred together with Moolec
Science SA as “the Group”), as amended by the Business Combination Agreement dated as of November 18, 2022. Pursuant to the
Business Combination Agreement and related agreements:
● all the issued Moolec Ordinary Shares held by Moolec Shareholders were transferred and contributed in kind to the Company, and were issued, in accordance with the Exchange Ratio (except that the Ordinary Shares to be were reduced by the number of Ordinary Shares already held by Moolec Shareholders immediately prior to the transactions contemplated in the Business Combination Agreement (“Exchange”), being a total of 32,500,000 Ordinary Shares;
● each
Moolec SAFE Holder contributed all of its rights and obligations under each Original SAFE
to the Company in consideration for the issuance by the Company of a simple agreement for
future equity on substantially identical terms (mutatis mutandis) with such adjustments as
required under Luxembourg law;
● each
Moolec Shareholder ceased to be the beneficial holder of such Moolec Ordinary Shares and
subject to the submission of all filings required under Law (including any filings required
to pay stamp duties), the Company was recorded as the registered holder of all Ordinary Shares
so exchanged and transferred and is the legal and beneficial owner thereof;
● immediately prior to the Merger but after the Exchange, each Moolec SAFE Holder subscribed for, received and became holder of Ordinary Shares, in accordance with the respective Moolec SAFE, which included 262,260 Ordinary Shares; and
● SPAC
caused 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 became effective on December 30, 2022. At
the Merger and without any further action on the part of SPAC, Merger Sub, the Company or Moolec or the holders thereunder:
● each
SPAC Common Stock issued and outstanding immediately prior to the Merger, excluding those
that had been redeemed subject to any redemption rights, were exchanged with the Company,
against the issue by the Company of new Ordinary Shares, under the authorized share capital
of the Company and subscribed by the contributing holders of SPAC Common Stock for one validly
issued and fully paid Ordinary Share, delivered by the Company;
● as
a result of the Merger, all SPAC Common Stock ceased to be outstanding, was canceled and
ceased to exist;
● each share of common stock, par value $0.01 of Merger Sub issued and outstanding immediately prior to the Merger Effective Time was converted and exchanged for one (1) validly issued, fully paid and nonassessable ordinary share, par value $0.01 per share of the Company; and
● each
SPAC Warrant that was outstanding immediately prior to the Merger, pursuant to the SPAC Warrant
Agreement, ceased to represent a right to acquire one SPAC Common Stock and was converted
in accordance with the terms of such SPAC Warrant Agreement, at the Merger, into a right
to acquire one Ordinary Share of the Company on substantially the same terms as were in effect
immediately prior to the Time under the terms of the SPAC Warrant Agreement. Following
the Merger:
● Moolec’s
CFO was freely allotted the shares to satisfy the requirements under the CFO Consulting Agreement. Prior
to the Closing, on December 27, 2022, in connection with the vote to approve the adoption of the Business Combination Agreement at LightJump’s
special meeting of stockholders, certain public holders of SPAC Common Stock exercised their right to redeem 2,572,848 shares of SPAC
Common Stock for cash at a redemption price of approximately $10.23 per share, for an aggregate redemption amount of approximately $26.3
million. Accordingly,
$1,988,975 remained in the Trust Account, for the benefit of the Company, after considering the redemption amount to be paid to the redeeming
public holders of SPAC Common Stock. At Closing, EarlyBirdCapital Inc.(“EarlyBird”, the SPAC underwriter) and the Company
disagreed on the amount of EarlyBird Cash Fees due to EarlyBird in connection with the EarlyBird Amendment. Even though the trust effectively
was integrated in the Company bank account at Closing, as a result of such dispute, EarlyBird had not provided its required consent to
Continental Stock Transfer & Trust Company (“Continental”, the Company’s transfer agent and warrant agent) for
the transfer of the outstanding funds held in the Trust Account and the funds had to be returned to Continental until the dispute was
settled. This proceeding was resolved by a settlement between the Company and EarlyBird dated March 15, 2023. Pursuant to the settlement
agreement, the Company instructed Continental to transfer $1.1 million in cash from the Trust Account to EarlyBird. Additionally,
pursuant to the Backstop Agreement, the Sponsor exercised the right to elect to concede Sponsor shares instead of contributing the requisite
cash amount under the Backstop Agreement by conceding a total of 200,276 Sponsor shares of SPAC Common Stock to each of Union Group Ventures
Limited.(“UGVL”) and THEO I SCSp.(“Theo”). UGVL and Theo each contributed $4,005,520 to the Company pursuant
to the terms of the Backstop Agreement and in turn the Company issued 400,552 Ordinary Shares to each of UGVL and Theo. As
a result of the Exchange and following the consummation of the Transaction, Moolec and SPAC had become direct wholly-owned subsidiaries
of the Company and Moolec shareholders and SPAC shareholders became holders of issued Company Ordinary Shares of Moolec Science S.A. In
accordance with IFRS 2, for the excess of the fair value of shares deemed to have been issued by Moolec over the fair value of LightJump’s
identifiable net assets at the date of the Company Reorganization, the Company recognized $ 42,705,061 as listing costs included in line
item “Share based payment cost of listing shares” as an expense in the Statements of Operations, being a non-cash item. Negative
working capital As
of March 31, 2023, the Company has a negative working capital of $ 1,236,793 generated mainly by reorganization expenses pending to be
paid. The board is evaluating alternatives to reverse this situation and does not foresee issues in meeting its short-term obligations.
(see note 19). |
