NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note
1 — Organization, Business Operations and Liquidity
Organization
and General
LightJump
Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware Company on July
28, 2020. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all
or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with
a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”).
The
Company has selected December 31 as its fiscal year end.
As
of June 30, 2022, the Company had not commenced any operations. All activity from July 28, 2020 (inception) through June 30, 2022, relates
to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues
until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form
of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (“IPO”) and will
recognize changes in the fair value of its warrant liability as other income (expense).
The
Company’s sponsor is LightJump One Founders, LLC, a Delaware limited liability company (the “Sponsor”).
Financing
The
registration statement for the Company’s IPO was declared effective on January 8, 2021 (the “Effective Date”). On
January 12, 2021, the Company consummated the IPO of 12,000,000 units (each, a “Unit” and collectively, the
“Units”) at $10.00 per Unit, generating gross proceeds of $120,000,000, which is discussed in Note 3.
Simultaneously
with the closing of the IPO, the Company consummated the sale of 3,850,000 warrants (the “Private Warrants”), at
a price of $1.00 per Private Warrant (the “Private Placement”), which is discussed in Note 4.
On
January 15, 2021, the underwriters exercised the over-allotment option in full to purchase 1,800,000 Units (the “Over-allotment
Units”), generating aggregate gross proceeds of $18,000,000. Simultaneously with the closing of the sale of the Over-allotment
Units, the Company consummated the sale of an additional 360,000 Private Warrants at a price of $1.00 per Private Placement
Warrant in a private placement to the Sponsor, generating gross proceeds of $360,000.
Transaction
costs of the IPO including the exercise of over-allotment amounted to $3,465,153 consisting of $2,760,000 of underwriting fees
and $705,153 of other offering costs.
Trust
Account
Following
the closing of the IPO on January 12, 2021 and the exercise of over-allotment on January 15, 2021, $138,000,000 from the net proceeds
of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “Trust Account”)
and invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with
respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the
proceeds from this Initial Public Offering will not be released from the trust account until the earlier of: (a) the completion
of the Company’s initial business combination, (b) the redemption of the Company’s public shares if the Company are
unable to complete its initial business combination in the required time period.
Initial
Business Combination
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially
all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the
Company will be able to complete a Business Combination successfully. The Company must complete one or more Initial Business Combinations
having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the
taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the agreement to enter
into the Initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target
sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment
Company Act”).
In
connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business
Combination at a meeting called for such purpose at which public stockholder may seek to convert their public shares, regardless of whether
they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate amount
then on deposit in the trust account (net of taxes payable), or (2) provide its public stockholder with the opportunity to sell their
public shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their
pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations
described herein.
If
the Company determines to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his,
her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether the Company will seek stockholder
approval of a proposed business combination or will allow stockholder to sell their shares to the Company in a tender offer will be made
by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would otherwise require us to seek stockholder approval. If the Company determines to allow
stockholder to sell their shares to the Company in a tender offer, it will file tender offer documents with the SEC which will contain
substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy
rules.
The
common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO,
in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon
such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding
shares voted are voted in favor of the Business Combination.
If
a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons,
the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”),
conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing
a Business Combination.
If,
however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business
or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not
pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether
they vote for or against the proposed transaction.
Notwithstanding
the foregoing redemption rights, if the Company seeks stockholder approval of its initial business combination and the Company does not
conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Amended and Restated
Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person
with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be
restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering,
without the Company’s prior consent.
The
Company’s sponsor, officers and directors (the “initial stockholder”) have agreed not to propose any amendment to Amended
and Restated Certificate of Incorporation that would affect the Company’s public stockholder’s ability to convert or sell
their shares to the Company in connection with a business combination as described herein or affect the substance or timing of our obligation
to redeem 100% of its public shares if the Company does not complete a business combination within 18 months from the closing of
the IPO (the “Combination Period”) unless the Company provides its public stockholder with the opportunity to convert their
shares of common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest not previously released to the Company but net of franchise and income taxes payable,
divided by the number of then outstanding public shares.
If
the Company is unable to complete its initial Business Combination within the Combination Period, the Company 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, redeem 100%
of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including any interest not previously released to the Company (net of taxes payable), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining stockholder and its board of directors, dissolve and liquidate, subject (in
the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. The Company cannot assure you that it will have funds sufficient to pay or provide for all creditors’
claims.
The
Company’s initial stockholder agreed to waive their rights to liquidating distributions from the Trust Account with respect to
any founder shares held by them if the Company fails to complete its initial business combination within the Combination Period. However,
if the initial stockholder acquires public shares in or after the IPO, they will be entitled to liquidating distributions from the Trust
Account with respect to such public shares if the Company fails to complete a Business Combination during the Combination Period.
Business
Combination Agreement
On
June 14, 2022, the Company, Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (the “Moolec”),
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”).
Pursuant
to the Business Combination Agreement, Moolec, 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 Moolec Shareholders, effective on the Exchange
Effective Time, will contribute its respective Moolec Ordinary Shares to Holdco in exchange for Holdco Ordinary Shares to be subscribed
for by each such Moolec Shareholder (such contributions and exchanges of the Moolec Ordinary Shares for Holdco Ordinary Shares, collectively,
the “Exchange”), (b) as a result of the Exchange, the 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 Moolec SAFE Holders will receive and become
holders of issued and outstanding Holdco Ordinary Shares, in accordance with the applicable Moolec SAFE, (d) following the consummation
of the Exchange, Merger Sub will merge with and into Company, with Company surviving such merger and becoming a direct wholly-owned subsidiary
of Holdco (the “Merger”) and, in the context of the Merger, all Company 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 Moolec’s obligations under that certain Consulting Agreement, dated
June 18, 2021, by and between the Moolec and the Moolec’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 Moolec Ordinary Shares will be exchanged (the “Exchange Consideration”).
The valuation of the Moolec Ordinary Shares contributed to Holdco by the Moolec 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 Moolec Shareholder has also agreed to not transfer any of its Moolec Ordinary Shares before the earlier
to occur of the Exchange and the termination of the Business Combination Agreement pursuant to its terms.
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.
Amendment
to Business Combination Marketing Agreement
On
January 8, 2020, the Company 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 the Company 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 Company and EBC executed an amendment to the BCMA (the “Amendment”)
whereby the Company 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 Company 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 Moolec to the Company, 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.
Liquidity,
Capital Resources and Going Concern
As
of June 30, 2022, the Company had $5,422 in its operating bank account and a working capital deficit of approximately $2.6 million.
Prior
to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see
Note 5) in exchange for the Founder Shares to cover certain offering costs, and a loan under an unsecured promissory note from the
Sponsor of $125,000 (see Note 5). Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity
needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account.
An
affiliate of the Company’s chief executive officer has agreed to loan the Company an aggregate of up to $150,000 to cover
expenses related to the Initial Public Offering pursuant to a promissory note (see Note 5). This loan is non-interest bearing and payable
on demand. The Company had drawn down $125,000 in 2020, which was still outstanding as of June 30, 2022. The Company issued several additional
promissory notes to related parties in principal of an aggregate of $766,000. All notes are not interest bearing and are repayable
upon conclusion of business combination. The principal balance may be prepaid at any time.
In
addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate
of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital
Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans.
The
Company can raise additional capital through Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s
officers, directors, or their respective affiliates (which is described in Note 5), or through loans from third parties. None of the
Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to
raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily
be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot
provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
On
July 8, 2022, the Sponsor issued a promissory note to Moolec, pursuant to which, Moolec agreed to loan to the Sponsor up to an aggregate
principal amount of $350,000 (the “Extension Funds”) to deposit into the Company’s Trust Account in connection with
the extension of the Company’s termination date from July 12, 2022 to January 12, 2023 (or such earlier date as determined by the
Board) (the “Extension Combination Period”).
The
Company anticipates that the $5,422 held outside of the trust account as of June 30, 2022, might not be sufficient to allow the Company
to operate until January 12, 2023, the period it has to consummate an initial business combination, assuming that a business combination
is not consummated during that time. Until consummation of our business combination, the Company will be using the funds not held in
the trust account, and any additional Working Capital Loans from the initial stockholders, the Company’s officers and directors,
or their respective affiliates, for identifying and evaluating prospective acquisition candidates, performing business due diligence
on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing
corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring,
negotiating and consummating the business combination.
If
the Company is unable to complete its initial Business Combination within the Extension Combination Period, the Company 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,
redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including any interest not previously released to the Company (net of taxes payable), divided by the number of
then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining stockholder and its board of directors, dissolve
and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law. It is not certain that The Company would be able to complete a business combination
with the period of Initial Business Combination and Company cannot assure that it will have funds sufficient to pay or provide for creditors’
claims.
These
conditions raise substantial doubt about the Company’s ability to continue as a going concern through the next 12 months, if a
business combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the
recovery of the recorded assets of the classification of the liabilities that might be necessary should the Company be unable to continue
as a going concern.
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic and the Russian-Ukraine war and has concluded that while it is reasonably
possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations, and/or
search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.
The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note
2 — Basis of Presentation and Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally
accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of
the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited
condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement
of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022 is not necessarily
indicative of the results that may be expected through December 31, 2022.
The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto
included in the Form 10-K filed by the Company with the SEC on April 12, 2022.
Emerging
Growth Company Status
The
Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the
“Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging
growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval
of any golden parachute payments not previously approved.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In
other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would
otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period.
Use
of Estimates
The
preparation of these unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited
condensed financial statements and the reported amounts of expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management
considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results
could differ from those estimates.
Cash
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents.
The Company did not have any cash equivalents at June 30, 2022 and December 31, 2021.
Investment
in Trust Account
The
proceeds held in the Trust Account will be invested in U.S. government securities, with a maturity of 180 days or less or in money market
funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury
obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay
its tax obligations, the proceeds from our initial public offering will not be released from the Trust Account until the earlier of:
(a) the completion of the Company’s initial business combination, (b) the redemption of the Company’s public shares if the
Company is unable to complete its initial business combination within the Extension Combination Period.
At
June 30, 2022 and December 31, 2021, the assets held in the Trust Account consisted of mutual funds in the amount of $138,200,919
and $138,013,319, respectively, and the Company had not withdrawn any of the interest income from the Trust Account to pay its tax
obligations for the period from July 28, 2020 to June 30, 2022. The mutual funds held in the Trust Account were available for sale and
reported at fair value.
The
carrying value and fair value of mutual funds held in Trust Account on June 30, 2022 are as follows:
| |
Carrying Value | | |
Fair Value | |
U.S. Money Market | |
$ | 138,200,919 | | |
$ | 138,200,919 | |
The
carrying value and fair value of mutual funds held in Trust Account on December 31, 2021 are as follows:
| |
Carrying Value | | |
Fair Value | |
U.S. Money Market | |
$ | 138,013,319 | | |
$ | 138,013,319 | |
Fair-Value
Measurements
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term
nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly
transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes
the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices
for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2022 and December 31, 2021, the Company
has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Common
Stock Subject to Possible Redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is
measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s
common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence
of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity,
outside of the stockholders’ deficit section of the Company’s condensed balance sheet.
At
June 30, 2022, the common stock reflected in the balance sheets are reconciled in the following table:
Gross Proceeds | |
$ | 138,000,000 | |
Less: Proceeds allocated to Public Warrants | |
| (5,795,688 | ) |
Less: Issuance costs related to common stock | |
| (3,465,153 | ) |
Plus: Remeasurement of carrying value to redemption value | |
| 9,260,841 | |
| |
| | |
Common stock subject to possible redemption | |
$ | 138,000,000 | |
Net
Income (Loss) Per Common Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is
computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The
Company has two classes of shares, redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between
the two classes of shares. The Company’s statement of operations applies the two-class method in calculating net income (loss)
per share. Basic and diluted net income (loss) per common share for redeemable common stock and non-redeemable common stock is calculated
by dividing net income (loss), allocated proportionally to each class of common stock, attributable to the Company by the weighted average
number of shares of redeemable common stock and non-redeemable common stock outstanding.
The
Company did not include the warrants as they are anti-dilutive. As a result, diluted income (loss) per share is the same as basic income
(loss) per share for the period presented.
Accordingly,
basic and diluted income (loss) per common share is calculated as follows:
| |
Three Months ended
June 30, | | |
Six Months ended
June 30, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Common stock subject to possible redemption | |
| | | |
| | | |
| | | |
| | |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Net income (loss) allocable to common stock subject to possible redemption | |
$ | (62,556 | ) | |
$ | (1,484,279 | ) | |
$ | 117,000 | | |
$ | (639,780 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average redeemable common stock, basic and diluted | |
| 13,800,000 | | |
| 13,800,000 | | |
| 13,800,000 | | |
| 12,926,667 | |
Basic and diluted net income (loss) per stock, redeemable common stock | |
$ | (0.00 | ) | |
$ | (0.11 | ) | |
$ | 0.01 | | |
$ | (0.05 | ) |
| |
| | | |
| | | |
| | | |
| | |
Non-redeemable common stock | |
| | | |
| | | |
| | | |
| | |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Net income (loss) allocable to common stock not subject to redemption | |
$ | (16,183 | ) | |
$ | (383,976 | ) | |
$ | 30,267 | | |
$ | (174,496 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average non-redeemable common stock, basic and diluted | |
| 3,570,000 | | |
| 3,570,000 | | |
| 3,570,000 | | |
| 3,525,667 | |
Basic and diluted net income (loss) per stock, common stock | |
$ | (0.00 | ) | |
$ | (0.11 | ) | |
$ | 0.01 | | |
$ | (0.05 | ) |
On July 8, 2022, LightJump held a special meeting of stockholders.
At the meeting, LightJump’s stockholders approved the Extension Amendment extending the date by which LightJump must consummate
its initial business combination from July 12, 2022 to January 12, 2023. Stockholders holding 11,032,790 Public Shares exercised
their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $110,507,220.68 (approximately
$10.02 per share) was removed from the Trust Account to pay such holders. Following redemptions, LightJump had 2,767,210 Public Shares
outstanding and the aggregate amount remaining in the Trust Account is $27,993,797.65 (which includes an additional $276,721 contributed
by the Sponsor in connection with the Extension).
Offering
Costs associated with the Initial Public Offering
The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses
of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date
that are related to the IPO and were charged to stockholders’ deficit upon the completion of the IPO. The Company determined the
Public Warrants qualified for equity treatment, and accordingly, offering costs in the aggregate of $3,465,153 have been charged
to stockholders’ deficit (consisting of $2,760,000 of underwriting fees and $705,153 of other offering costs).
Warrant
Liability
The
Company accounts for the Public Warrants and Private Warrants (as defined in Note 1, 2 and 3) collectively (“Warrants”),
as either equity or liability-classified instruments based on an assessment of the specific terms of the Warrants and the applicable
authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 815, “Derivatives and Hedging”. The
assessment considers whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the
Warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash
settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment,
which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent annual
period end date while the Warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
such warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of liability-classified warrants are recognized as a non-cash gain or loss on the statements of operations.
The
Company accounts for the Private Warrants in accordance with ASC 815-40 under which the Private Warrants do not meet the criteria for
equity classification and must be recorded as liabilities. The fair value of the Private Warrants has been estimated using the Monte
Carlo simulation model. See Note 6 for further discussion of the pertinent terms of the Warrants used to determine the value of the Private
Warrants.
The
Company evaluated the Public Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s
Own Equity” and concluded that they met the criteria for equity classification and are required to be recorded as part a component
of additional paid-in capital at the time of issuance.
Income
Taxes
The
Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred
tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis
of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740
additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets
will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance
recorded against it. Our effective tax rate was (4.90)% and 2.44% for the three and six months ended June 30, 2022, and 0.00% and 0.00%
for the three and six months ended June 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and
six months ended June 30, 2022, due to changes in fair of warrant liabilities, and the valuation allowance on the deferred tax assets.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition.
The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not
aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The
Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation
by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus
of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect
that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent
Accounting Standards
In
August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU
2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and
it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2022. The adoption
did not impact the Company’s financial position, results of operations or cash flows.
Management
does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material
effect on the Company’s unaudited condensed financial statements.
Note
3 — Initial Public Offering
Pursuant
to the Initial Public Offering, the Company sold 12,000,000 Units at a price of $10.00 per Unit. Each Unit consists of
one share of Common Stock, par value $0.0001 per share and one-half of one redeemable warrant (each, a “Public Warrant”). Each
whole Public Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share. Each whole warrant
will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after
the completion of the initial Business Combination, or earlier upon redemption or liquidation.
On
January 15, 2021, the Underwriters exercised the over-allotment option in full to purchase 1,800,000 Units. The proceeds of
$18,000,000 from the over-allotment was deposited in the Trust Account after deducting the underwriting fees.
The
underwriters were paid a cash underwriting fee of 2.0% of the gross proceeds of the IPO and over-allotment, or $2,760,000 in
the aggregate.
Note
4 — Private Placement
Simultaneously
with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 3,850,000 warrants at a price of $1.00 per
warrant, for an aggregate purchase price of $3,850,000, in a private placement. The proceeds from the private placement of the Private
Warrants were added to the proceeds of this Initial Public Offering and placed in a U.S.-based trust account maintained by Continental
Stock Transfer & Trust Company, as trustee. If we do not complete an initial business combination within the Extension Combination
Period, the proceeds from the sale of the Private Warrants will be included in the liquidating distribution to our public stockholders
and the Private Warrants will be worthless.
On
January 15, 2021, the Underwriters exercised the over-allotment option in full to purchase 1,800,000 Units. Simultaneously
with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 360,000 Private
Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $360,000.
Note
5 — Related Party Transactions
Founder
Shares
On
September 11, 2020, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration
for 2,875,000 shares of common stock, par value $0.0001 (the “Founder Shares”). On January 11, 2021,
the Company effected a stock dividend of 0.2 shares for each share outstanding (the “Dividend”), resulting in there
being an aggregate of 3,450,000 Founder Shares outstanding. All shares and associated amounts have been retroactively
restated to reflect the stock dividend. Up to 450,000 Founder Shares were subject to forfeiture to the extent that the over-allotment
option was not exercised in full by the underwriters. On January 15, 2021, the overallotment was exercised in full and all of the 450,000 shares
were no longer subject to forfeiture.
Promissory
Note — Related Party
An
affiliate of the Company’s chief executive officer has agreed to loan the Company an aggregate of up to $150,000 to cover
expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing
and payable on demand. The Company had drawn down $125,000 in 2020, which was still outstanding as of both June 30, 2022 and December
31, 2021.
During
the first quarter of 2022, the Company entered into three additional promissory notes to related parties: on February 9, 2022, for the
amount of $200,000, on February 25, 2022, for the amount of $203,000, and on March 22, 2022 for the amount of $230,000.
During
the second quarter of 2022, the Company entered into three additional promissory notes to related parties: on April 7, 2022, for the
amount of $3,000, on April 11, 2022, for the amount of $50,000, and on June 29, 2022 for the amount of $80,000.
All
notes are not interest bearing and are repayable upon conclusion of business combination. The principal balance may be prepaid at any
time.
Due
to Related Party
As
of June 30, 2022, the Due to Related Party balance of $300,000 represents the Administrative Support Expense (defined below) and additional
funds from founders in December 2021.
Working
Capital Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event
that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working
Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Except
for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect
to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at
the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Warrants at a price
of $1.00 per warrant. As of June 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.
Administrative
Support Agreement
Commencing
on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial
and administrative services (“Administrative Support Expense”). Upon completion of the initial Business Combination or the
Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022 the company
incurred an aggregate of $30,000 and $60,000 for administrative services. For the three and six and months ended June 30, 2021 the Company
has incurred an aggregate of $30,000 and $60,000 for administrative services.
Note
6 — Fair Value Measurements
The
following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring
basis as of June 30, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such
fair value.
| |
June 30, | | |
Quoted Prices In Active Markets | | |
Significant Other Observable Inputs | | |
Significant Other Unobservable Inputs | |
| |
2022 | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Assets: | |
| | |
| | |
| | |
| |
U.S. Money Market held in Trust Account | |
$ | 138,200,919 | | |
$ | 138,200,919 | | |
$ | — | | |
$ | — | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Private Warrant Liability | |
$ | 261,423 | | |
$ | — | | |
$ | — | | |
| 261,423 | |
The
following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring
basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such
fair value.
| |
December 31, | | |
Quoted Prices In Active Markets | | |
Significant Other Observable Inputs | | |
Significant Other Unobservable Inputs | |
| |
2021 | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Assets: | |
| | | |
| | | |
| | | |
| | |
U.S. Money Market held in Trust Account | |
$ | 138,013,319 | | |
$ | 138,013,319 | | |
$ | — | | |
$ | — | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Private Warrant Liability | |
$ | 2,198,205 | | |
$ | — | | |
$ | — | | |
| 2,198,205 | |
The
Private Warrants were valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. Inherent
in an options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend
yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life
of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar
to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual
term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
There
were no transfers between Levels 1, 2 or 3 during the six months ended June 30, 2022.
The
following table provides quantitative information regarding Level 3 fair value measurements for Private Warrants as of June 30, 2022
and December 31, 2021.
| |
June 30, 2022 | | |
December 31, 2021 | |
Exercise price | |
| 11.50 | | |
$ | 11.50 | |
Share price | |
| 9.99 | | |
$ | 9.86 | |
Volatility | |
| 5.6 | % | |
| 9.7 | % |
Expected life | |
| 5.30 | | |
| 5.37 | |
Risk-free rate | |
| 3.01 | % | |
| 1.29 | % |
Dividend yield | |
| - | % | |
| - | % |
The
following table presents a summary of the changes in the fair value of the Private Warrants and Representative’s Warrants, a Level
3 liability, measured on a recurring basis for the three and six months ended June 30, 2022 and 2021.
| |
Warrant Liability | |
Fair value, January 1, 2022 | |
$ | 2,198,205 | |
Change in fair value | |
| (1,015,792 | ) |
Fair value, March 31, 2022 | |
$ | 1,182,413 | |
Change in fair value | |
| (920,990 | ) |
Fair value, June 30, 2022 | |
$ | 261,423 | |
| |
Warrant Liability | |
Fair value, January 1, 2021 | |
$ | - | |
Initial measurement on January 12, 2021, including over-allotment | |
| 3,861,737 | |
Change in fair value | |
| (1,301,852 | ) |
Fair value, March 31, 2021 | |
$ | 2,559,885 | |
Change in fair value | |
| 1,085,087 | |
Fair value, June 30, 2021 | |
$ | 3,644,972 | |
Note
7 — Commitments and Contingencies
Registration
Rights
The
holders of the founders’ shares and representative shares issued and outstanding on the date of the Initial Public Offering, as
well as the holders of the Private Warrants (and the underlying shares) and any warrants the Company’s sponsor, officers, directors
or their affiliates may be issued in payment of working capital loans made to the Company (and all underlying securities), are entitled
to registration rights pursuant to an agreement signed prior to or on the effective date of this Initial Public Offering. The holders
of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the
majority of the founders’ shares, as well as the holders of the Private Warrants (and the underlying shares) can elect to exercise
these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released
from escrow. The holders of a majority of the representative shares, and warrants issued to our sponsor, officers, directors or their
affiliates in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration
rights at any time after the Company consummates a business combination. Notwithstanding anything to the contrary, EarlyBirdCapital Inc.
(“EarlyBirdCapital”) may only make a demand on one occasion and only during the five-year period beginning on the effective
date of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the consummation of a business combination; provided,
however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning
on the effective date of the registration statement of which this prospectus forms a part. The Company will bear the expenses incurred
in connection with the filing of any such registration statements.
Business
Combination Marketing Agreement
The
Company has engaged EBC as an advisor in connection with our business combination to assist in holding meetings with stockholders to
discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that
are interested in purchasing its securities in connection with the business combination, assist in obtaining stockholder approval for
the business combination and assist with press releases and public filings in connection with the business combination. The Company would
pay EBC a cash fee for such services upon the consummation of the business combination in an amount equal to 3.5% of the gross proceeds
of the Initial Public Offering. Additionally, the Company would pay EBC a cash fee equal to 1.0% of the total consideration payable
in the proposed business combination if EBC introduces the Company to the target business with which it completes the business combination;
provided that the foregoing fee would not be paid prior to the date that is 90 days from the effective date of the registration statement.
On
June 14, 2022, the Company and EBC executed an amendment to the BCMA (the “Amendment”) whereby the Company 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 Company 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 Moolec to the Company, 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.
As
of June 30, 2022 and December 31, 2021, these fees are not accrued.
Representative
Shares
On
October 1, 2020, the Company issued to designees of EarlyBirdCapital Inc. the 120,000 representative shares for nominal consideration.
The Company estimated the fair value of the stock to be $1,200 based upon the price of the founder shares issued to the Sponsor
and were treated as underwriters’ compensation and charged directly to stockholders’ deficit. The holders of the representative
shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of
its initial business combination. In addition, the holders of the representative shares have agreed (i) to waive their conversion
rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business
combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if the
Company fails to complete an initial business combination within the Extension Combination Period.
The
representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately
following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110(g)(1)
of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities were not sold during the Initial Public Offering, or sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the
registration statement of which this prospectus forms a part or commencement of sales of the public offering, except to any underwriter
and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, provided that all securities
so transferred remain subject to the lockup restriction above for the remainder of the time period.
Promissory
Note - Moolec
On
July 8, 2022, the Sponsor issued a promissory note to Moolec, pursuant to which, Moolec agreed to loan to the Sponsor up to an aggregate
principal amount of $350,000 to deposit into the Company’s Trust Account in connection with the extension of the Company’s
termination date from July 12, 2022 to January 12, 2023 (or such earlier date as determined by the Board). The promissory note bears
interest at 20.0% per annum and is repayable in full upon the earlier of (i) the consummation of the Initial Business Combination of
the Company, (ii) the date of the termination of the Business Combination Agreement and (ii) January 12, 2023.
Note
8 — Warrants
Public
Warrants
The
Public Warrants will become exercisable 30 days after the completion of a Business Combination. However, no warrants will be exercisable
for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise
of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement
covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following
the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement
and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis
pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption,
or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such
cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal
to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the
difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market
value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock
for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of
our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The warrants
will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The
Company may call the Public Warrants for redemption:
| ● | in
whole and not in part; |
| ● | at
a price of $0.01 per warrant; |
| ● | upon
not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;
and |
| ● | if,
and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time
after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and |
| ● | if,
and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. |
If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. In such event, each holder would pay
the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing
(x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price
of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value”
for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to the holders of warrants.
In
addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection
with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share of common
stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any
such issuance to our sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by
them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business
combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional
shares of common stock or equity-linked securities.
Private
Warrants
The
Private Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the
Private Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company,
(ii) may be exercised for cash or on a cashless basis, as described in the Initial Public Offering, in each case so long as they are
held by the initial purchasers or any of their permitted transferees. If the Private Warrants are held by holders other than the initial
purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders
on the same basis as the warrants included in the units being sold in this offering.
Note
9 — Stockholders’ Deficit
Preferred
Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of
$0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s
board of directors. As of June 30, 2022 and December 31, 2021, there were no preferred stock issued or outstanding.
Common
Stock — The Company is authorized to issue 99,000,000 shares of common stock with a par value of
$0.0001 per share. Holders are entitled to one vote for each share of common stock. On January 11, 2021, the Company effected
a stock dividend of 0.2 shares for each share outstanding, resulting in there being an aggregate of 3,450,000 Founder
Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock dividend. At June 30, 2022
and December 31, 2021, there were 3,570,000 shares of common stock issued and outstanding, excluding 13,800,000 shares subject
to possible redemption at June 30, 2022 and December 31, 2021.
Note
10 — Subsequent Events
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed
financial statements were issued. Other than disclosed below, the Company did not identify any subsequent events that would have required
adjustment or disclosure in the unaudited condensed financial statements.
On July 8, 2022, LightJump held a special
meeting of stockholders. At the meeting, LightJump’s stockholders approved the Extension Amendment extending the date by which
LightJump must consummate its initial business combination from July 12, 2022 to January 12, 2023. Stockholders holding 11,032,790
Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $110,507,220.68
(approximately $10.02 per share) was removed from the Trust Account to pay such holders. Following redemptions, LightJump had 2,767,210
Public Shares outstanding and the aggregate amount remaining in the Trust Account is $27,993,797.65 (which includes an additional $276,721
contributed by the Sponsor in connection with the Extension).
On
July 8, 2022, the Sponsor issued a promissory note to Moolec, pursuant to which, Moolec agreed to loan to the Sponsor up to an aggregate
principal amount of $350,000 to deposit into the Company’s Trust Account in connection with the extension of the Company’s
termination date from July 12, 2022 to January 12, 2023 (or such earlier date as determined by the Board). The promissory note bears
interest at 20.0% per annum and is repayable in full upon the earlier of (i) the consummation of the Initial Business Combination of
the Company, (ii) the date of the termination of the Business Combination Agreement and (ii) January 12, 2023.