Moolec Science SA 20-F, filed Jan 6, 2023
Moolec Science SA (MLEC)
About this 20-F
Moolec Science SA filed this 20-F on January 6, 2023, covering the fiscal year ended December 30, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: December 30, 2022
Commission File Number: 001-41586
Moolec Science SA
(Exact name of Registrant as specified in its charter)
| Not applicable | Grand Duchy of Luxembourg | |
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
17, Boulevard F.W. Raiffeisen
L-2411 Luxembourg,
Grand Duchy of Luxembourg
Tel : +352 26 49 65 65
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Ordinary Shares | MLEC | Nasdaq Stock Market LLC | ||
| Warrants | MLECW | Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or ordinary shares as of the close of the period covered by the shell company report: 37,560,249 ordinary shares and 11,110,000 warrants to purchase ordinary shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Emerging growth company | ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| US GAAP ☐ | International Financial Reporting Standards as issued ☒ | Other ☐ |
| by the International Accounting Standards Board ® |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐
MOOLEC SCIENCE SA
TABLE OF CONTENTS
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Cautionary Note Regarding Forward-Looking Statements
This Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. References to “Moolec” contained herein refer to Moolec Science Limited. Forward-looking statements in this Report may include, for example, statements about:
| ● | the benefits of the Business Combination; |
| ● | the financial performance of Moolec Science SA (the “Company” or “Holdco”) following the Business Combination; |
| ● | the ability to maintain the listing of the Ordinary Shares or Warrants on Nasdaq, following the Business Combination; |
| ● | changes in Moolec’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; |
| ● | Moolec’s ability to develop and launch new products and services; |
| ● | Moolec’s ability to successfully and efficiently integrate future expansion plans and opportunities; |
| ● | The availability of raw materials used in Moolec’s products and its ability to source such raw materials; |
| ● | Moolec’s ability to grow its business in a cost-effective manner; |
| ● | Moolec’s product development timeline and expected research and development (“R&D”); |
| ● | the implementation, market acceptance and success of Moolec’s business model; |
| ● | developments and projections relating to Moolec’s competitors and industry; |
| ● | Moolec’s approach and goals with respect to technology; |
| ● | Moolec’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; |
| ● | the impact of the COVID-19 pandemic on Moolec’s business; |
| ● | the risks that uncertainty and instability resulting from the conflict between Russia and Ukraine could adversely affect Moolec’s business, financial condition and operations, in addition to global macroeconomic indications; |
| ● | changes in applicable laws or regulations; and |
| ● | the outcome of any known and unknown litigation and regulatory proceedings. |
These forward-looking statements are based on information available as of the date of this Report, and current expectations, forecasts and assumptions involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
| ● | the ability to maintain the listing of the Ordinary Shares on Nasdaq following the Business Combination; |
| ● | our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Moolec to grow and manage growth profitably following the Business Combination; |
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| ● | costs related to the Business Combination; |
| ● | changes in applicable laws or regulations; |
| ● | the effects of the COVID-19 pandemic on Moolec’s business; |
| ● | the risks that uncertainty and instability resulting from the conflict between Russia and Ukraine could adversely affect Moolec’s business, financial condition and operations, in addition to global macroeconomic indications; |
| ● | ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; |
| ● | risk of downturns and the possibility of rapid change in the highly competitive industry in which Moolec operates; |
| ● | the risk that Moolec and its current and future collaborators are unable to successfully develop and commercialize Moolec’s products or services, or experience significant delays in doing so; |
| ● | the risk that the post-combination company may never achieve or sustain profitability; |
| ● | the risk that the post-combination company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; |
| ● | the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; |
| ● | the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; |
| ● | the risk of disruption at any of Moolec’s manufacturing facilities; |
| ● | the risk that Moolec is unable to secure or protect its intellectual property; and |
| ● | the possibility that LightJump or Moolec may be adversely affected by other economic, business, and/or competitive factors. |
The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in the section entitled “Risk Factors” of Amendment No. 2 of the Company’s Registration Statement on Form F-4 (333- 267912) filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2022 (the “Form F-4”), which are incorporated by reference into this Report.
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On December 30 , 2022 (the “Closing Date”), the Company consummated the transactions contemplated by that previously announced business combination agreement dated as of June 14, 2022, by and among LightJump Acquisition Corporation, a Delaware corporation (“LightJump” or the “SPAC”), Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (“Moolec”), the Company, and Moolec Acquisition, Inc., a Delaware corporation (“Merger Sub”), as amended by that certain amendment No. 1 to the business combination agreement dated as of November 18, 2022 by and among LightJump, Moolec, the Company and Merger Sub (the “Business Combination Agreement”). Capitalized terms used in this section but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
On or before the Closing Date, pursuant to the Business Combination Agreement and related agreements:
| ● | all the issued Moolec Ordinary Shares held by Company Shareholders were transferred and for purposes of the 1915 Law, contributed in kind to the Company, free and clear of all Liens (other than the Moolec Shareholders’ Agreements Liens that have expired on or prior to the Closing Date), and Moolec Shareholders as well as the other Company Shareholders subscribed for and, as consideration for the contribution, were issued, in accordance with the Exchange Ratio (save that the Company Ordinary Shares to be were reduced by the number of Company Ordinary Shares already held by Moolec Shareholders immediately prior to the Exchange), being a total of 32,500,000 Company Ordinary Shares. For Luxembourg law purposes, a Luxembourg independent auditor (réviseur d’entreprises) of the Company issued a report on the contributions in kind relating to the contribution of the Moolec Ordinary Shares prepared in accordance with article 420-10 of the 1915 Law; |
| ● | 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 substantively identical terms (mutatis mutandis) with such adjustments as required under Luxembourg law. For Luxembourg law purposes, a Luxembourg independent auditor (réviseur d’entreprises) of the Company issued a report on the contributions in kind relating to the contribution of the Original SAFEs prepared in accordance with article 420-10 of the 1915 Law; |
| ● | each 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 will be recorded as the registered holder of all Company Ordinary Shares so exchanged and transferred and will be the legal and beneficial owner thereof; |
| ● | immediately prior to the Merger Effective Time but after the Exchange Effective Time, each Moolec SAFE Holder subscribed for, received and became holders of issued and outstanding Company Ordinary Shares, in accordance with the respective Moolec SAFE, which included 262,260 Company 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 Effective Time, by virtue of the Merger and the Company Requisite Approvals, subject to the Merger Auditor Report, and without any further action on the part of SPAC, Merger Sub, Company or Moolec or the holders thereunder:
| ● | each SPAC Common Stock issued and outstanding immediately prior to the Merger Effective Time, excluding those that had been redeemed subject to any redemption rights, were exchanged with the Company (which exchange, for purposes of the 1915 Law, shall include, for the avoidance of doubt, a contribution-in-kind of each such shares of SPAC Common Stock from the holders of SPAC Common Stock to Holdco), against the issue by the Company of new Company Ordinary Shares (such issuance, the “Merger Issuance”), under the authorized share capital of the Company (pursuant to the Company Delegate Merger Resolutions) and subscribed by the contributing holders of SPAC Common Stock by virtue of the Merger and in accordance with the 1915 Law for one validly issued and fully paid Company Ordinary Share (the “Merger Consideration”), delivered by the Company; | |
| ● | as a result of the Merger, all SPAC Common Stock ceased to be outstanding, was cancelled and ceased to exist; |
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| ● | 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 Effective Time, 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 Effective Time, into a right to acquire one Company Ordinary Share on substantially the same terms as were in effect immediately prior to the Merger Effective Time under the terms of the SPAC Warrant Agreement. |
Following the Merger Effective Time:
| ● | Moolec’s CFO was freely allotted the Key Staff Participation to satisfy the requirements under the CFO Consulting Agreement. |
Prior to the Closing Date, 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. Public stockholders of LightJump holding 11,032,790 shares of SPAC Common Stock 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 (approximately $10.02 per share) was removed from the Trust Account to pay such holders. Following redemptions, LightJump had 2,767,210 public stockholders of SPAC Common Stock outstanding and the aggregate amount remaining in the Trust Account as of September 30, 2022 was $28,132,922 (which includes an additional $276,721 contributed by the Sponsor in connection with the Extension).
Prior to the Closing, on December 27, 2022, in connection with the vote to approve the Business Combination Proposal and the Adjournment Proposal 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. $1,989,011 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, EarlyBird and the Company disagreed on the amount of EarlyBird Cash Fees due to EarlyBird in connection with the EarlyBird Amendment. As a result of such dispute, EarlyBird did not provide its required consent to Continental for the transfer of the outstanding funds held in the Trust Account. The remaining amount in the Trust Account continues to be held by Continental. In order to provide payment for any costs related to the dispute with EarlyBird, the Sponsor agreed to place certain Ordinary Shares owned by the Sponsor into an escrow account as soon as practicable after Closing. Such shares would be transferred to the Company in the event such costs exceed certain thresholds that have been agreed between the Sponsor and the Company.
Additionally, pursuant to the Backstop Agreement, the Sponsor exercised the right to elect to transfer Sponsor shares instead of contributing the requisite cash amount under the Backstop Agreement by transferring 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 US$4,005,520 to the Company pursuant to the terms of the Backstop Agreement and in turn the Company issued 400,552 Company Ordinary Shares to each of UGVL and Theo.
Upon consummation of the Business Combination, Moolec and LightJump became direct subsidiaries of the Company.
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In this Report:
“1915 Law” means the Luxembourg law of August 10, 1915 on commercial companies, as amended.
“Backstop Agreement” means the agreement dated June 14, 2022 by and between Union Group Ventures Limited, UG Holdings, LLC, THEO I SCSp and LightJump One Founders, LLC, guaranteeing, severally but not jointly, the funding of certain amounts as set forth therein.
“Board” means the Board of Directors of the Company.
“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Merger and the Exchange.
“Business Combination Agreement” means the Business Combination Agreement, dated as of June 14, 2021, as amended on November 8, 2022, by and among the SPAC, Moolec, Holdco and Merger Sub.
“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.
“Certificate of Merger” means the certificate of merger that SPAC caused to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL to effectuate the Merger.
“Closing” means the date upon which the Closing occurred.
“Closing Date” means December 30, 2022.
“Company” means Moolec Science SA, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440.
“Company SAFE” means each of the simple agreement for future equity by and between Moolec and the Company SAFE Holder named therein (an “Original SAFE”) or any simple agreement for future equity between Holdco and that Company SAFE Holder issued in consideration for the contribution by the Company SAFE Holder of its rights in the Original SAFE to Holdco (in which case the Original SAFE ceased to be a “Company SAFE”) with such adjustments (if any) required under Luxembourg law.
“Continental” means Continental Stock Transfer & Trust Company, LightJump’s transfer agent and warrant agent.
“Core Company Shareholders” means BG Farming Technologies Ltd., Union Group Ventures Ltd. and Bioceres Crop Solutions Corp.
“EarlyBird Amendment” means that certain amendment dated June 14, 2022 to the engagement letter between the SPAC and EarlyBirdCapital, Inc. (“EarlyBird”) dated January 8, 2021 (as amended from time to time, the “EarlyBird Engagement Letter”).
“EarlyBird Cash Fees” means all cash fees and expenses payable to EarlyBird pursuant to the EarlyBird Engagement Letter.
“EarlyBird Share Fees” means the shares of Holdco to be issued to EarlyBird pursuant to the EarlyBird Engagement Letter.
“Exchange Agreements” means those certain Contribution and Exchange Agreements dated as of June 14, 2022 and as amended or entered into prior to the Closing by and among Holdco, the Company and each of the Company Shareholders.
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“Executive Management” means members of the executive management team of the Company.
“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.
“Initial Stockholders” means the Sponsor and EarlyBird (with respect to its 120,000 shares issued as nominal consideration in connection with its role as underwriter).
“IPO means LightJump’s initial public offering of units, consummated on January 12, 2021.
“Key Staff Participation” means 232,523 Holdco Ordinary Shares that were freely allotted to the Company’s Chief Financial Officer (“CFO”) in order to satisfy the Company’s obligations under the CFO’s consulting agreement and offer letter (the “CFO Consulting Agreement”).
“Merger” means the merging of Merger Sub with and into LightJump, with LightJump surviving such merger and becoming a direct wholly-owned subsidiary of the Company.
“Merger Sub” means Moolec Acquisition, Inc., a Delaware corporation.
“Moolec” means Moolec Science Limited, a private limited company incorporated under the laws of England and Wales.
“Moolec SAFE” means each of the simple agreement for future equity by and between Moolec and the Company SAFE Holder named therein (an “Original SAFE”) or any simple agreement for future equity between the Company and that Moolec SAFE Holder issued in consideration for the contribution by the Moolec SAFE Holder of its rights in the Original SAFE to the Company (in which case the Original SAFE ceased to be a “Moolec SAFE”) with such adjustments (if any) required under Luxembourg law.
“Moolec SAFE Holder” means each Person that has entered into a Moolec SAFE.
“Nasdaq” means the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market, as may be applicable.
“Ordinary Shares” means the Company’s ordinary shares, with a nominal value of £0.01 per share representing the entire issued share capital of the Company.
“Public Share” means a share of SPAC Common Stock issued as part of a SPAC Unit in the IPO.
“Public Stockholders” means the holders of Public Shares that were offered as part of the IPO.
“Private Placement Warrants” means the warrants to purchase SPAC Common Stock purchased in a private placement in connection with the IPO.
“Registration Rights and Lock-Up Agreement” means that certain Registration Rights and Lock-Up Agreement entered into in connection with the Closing by and among SPAC, the Company, the Sponsor, each of the persons and entities listed on Exhibit A attached thereto and the Core Moolec Shareholders, Moolec SAFE Holders, UG Holdings, LLC and CFO, substantially in the form attached to the Business Combination Agreement as Exhibit A.
“SEC” means the U.S. Securities and Exchange Commission.
“SPAC” or “LightJump” means LightJump Acquisition Corporation, a Delaware corporation.
“SPAC Common Stock” means SPAC’s common stock, par value $0.0001 per share.
“SPAC Warrants” means warrants to purchase SPAC Common Stock as contemplated under the SPAC Warrant Agreement, with each warrant exercisable for the number of SPAC Common Stock stated in the applicable SPAC Warrant at an exercise price per SPAC Common Stock of $11.50.
“Sponsor” means LightJump One Founders, LLC, a Delaware limited liability company.
“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the simultaneous sale of the Private Placement Warrants.
“Warrants” means the former SPAC Warrants converted into a right to acquire one Ordinary Share on substantially the same terms as were in effect prior to the Merger and the Exchange under the terms of the Warrant Agreement.
“Warrant Amendment” means that certain Assignment, Assumption and Amendment Agreement entered into on the Closing Date by and among the Company, SPAC and Continental, as warrant agent, pursuant to which the SPAC’s obligations under the SPAC Warrant Agreement were amended and the Company assumed such obligations to give effect to the conversion of SPAC Warrants to Warrants.
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Item 1. Identity of Directors, Senior Management and Advisers
A. Directors and Senior Management
The members of our Executive Management and the Company’s Board upon the consummation of the Business Combination are set forth in the Form F-4, in the section entitled “Management of Holdco after the Business Combination,” and “Management of Moolec—Executive Officers” which is incorporated herein by reference. Immediately prior to the Closing, on the date prior to the Closing Date, the Core Company Shareholders, the sole shareholders of the Company, appointed all of the director nominees referenced in the Form F-4 as directors of the Company, effective immediately. Unless otherwise indicated in Item 7-A below, business address for each of Company’s directors and members of Executive Management is 17, Boulevard F.W. Raiffeisen L-2411 Luxembourg, Grand Duchy of Luxembourg.
B. Advisors
Linklaters LLP, U.S.,1290 Avenue of the Americas, New York, NY 10104, and Linklaters LLP, Luxembourg, 35 Avenue John F. Kennedy, P.O. Box 1107, L-1011 Luxembourg, have acted as U.S. and Luxembourg counsel, respectively, for the Company and will act as counsel to the Company following the Closing.
C. Auditors
Marcum LLP, acted as LightJump’s independent auditor for the year ended December 31, 2020 and 2021 and for the period from July 28, 2020 (inception) through December 31, 2020.
Price Waterhouse & Co. S.R.L., acted as Moolec Science Limited’s independent registered public accounting firm as of June 30, 2022 and 2021 and for the year ended June 30, 2022 and for each of the periods from January 1, 2021 through June 30, 2021 and from August 21,2020 through December 31, 2020.
In connection with the consummation of the Business Combination, the Company intends to retain Price Waterhouse & Co. S.R.L., as the Company’s independent registered public accounting firm.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
A. [Reserved]
B. Capitalization and Indebtedness
The following table sets forth the capitalization of the Company on an unaudited pro forma consolidated basis as of June 30, 2022, after giving effect to the Business Combination.
As of June 30, 2022 (pro forma for Business Combination) | (in thousands of USD) | |||
| Cash and cash equivalents | 1,561 | |||
| Total current liabilities | 845 | |||
| Total non-current liabilities | 621 | |||
| Total liabilities | 1,466 | |||
| Share capital | 4 | |||
| Additional paid-in capital | 72,200 | |||
| Accumulated deficit | (58,747 | ) | ||
| Equity settled share based payment | 475 | |||
| Total equity | 13,932 | |||
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C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
The risk factors associated with the Company are described in the Form F-4 in the section entitled “Risk Factors” and are incorporated herein by reference.
Item 4. Information on the Company
A. History and Development of the Company
The Company was incorporated under the laws of the Grand Duchy of Luxembourg on May 23, 2022, as a public limited liability company (société anonyme) solely for the purpose of effectuating the Business Combination, which was consummated on December 30, 2022. See “Explanatory Note” for further details of the Business Combination. See also a description of the material terms of the Business Combination as described in the Form F-4 in the section entitled, “The Business Combination.” The Company owns no material assets other than its interests in Moolec acquired in the Business Combination and does not operate any business. Moolec is a private limited liability company registered and incorporated under the laws of England and Wales with company registration number 12828514. See Item 5 for a discussion of Moolec’s principal capital expenditures and divestitures for the year ended June 30, 2022. There are no other material capital expenditures or divestitures currently in progress as of the date of this Report.
The mailing address of the Company’s principal executive office is 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440, and its telephone number is +352 26 49 65 65. The Company’s principal website address is https://moolecscience.com/. The information contained on, or accessible through, the Company’s websites is not incorporated by reference into this Report, and you should not consider it a part of this Report.
The Company is subject to certain of the informational filing requirements of the Exchange Act. Since the Company is a “foreign private issuer”, the officers, directors and principal shareholders of the Company are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of Ordinary Shares. In addition, the Company is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, the Company is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. On December 5, 2022, the Company and LightJump furnished to its shareholders a proxy statement relating to the Business Combination. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that the Company files with or furnishes electronically to the SEC.
The website address of the Company is https://www.moolecscience.com. The information contained on the website does not form a part of, and is not incorporated by reference into, this Report.
B. Business Overview
Prior to the Business Combination, the Company did not conduct any material activities other than those incidental to its formation and the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings and the establishment of certain subsidiaries. Upon the Closing, the Company became the direct parent of Moolec, and conducts its business through Moolec and Moolec’s subsidiaries.
Information regarding the business of Moolec is included in the Form F-4 in the sections entitled “Business of Moolec and Certain Information about Moolec” and “Moolec Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are incorporated herein by reference.
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C. Organizational Structure
The following diagram shows the ownership percentages (excluding the impact of the shares underlying the Warrants) and structure of the Company immediately following the consummation of the Business Combination.
D. Property, Plants and Equipment
Information regarding the facilities of Moolec used through any service agreements is included in the Form F-4 in the section entitled “Business of Moolec and Certain Information about Moolec— Research and Development” and is incorporated herein by reference.
Item 4A. Unresolved Staff Comments
None / Not applicable.
Item 5. Operating and Financial Review and Prospects
Following and as a result of the Business Combination, the business of the Company is conducted through Moolec, the Company’s direct, wholly-owned subsidiary, and Moolec’s subsidiaries.
The discussion and analysis of the financial condition and results of operation of Moolec is included in the Form F-4 in the section entitled “Moolec Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.
Item 6. Directors, Senior Management and Employees
A. Directors and Executive Officers
The members of our Executive Management and the Company’s Board upon the consummation of the Business Combination are set forth in the Form F-4, in the section entitled “Management of Holdco after the Business Combination,” and “Management of Moolec—Executive Officers,” which is incorporated herein by reference. Immediately prior to the Closing, on the date prior to the Closing Date, the Core Company Shareholders, the sole shareholders of the Company, appointed all of the director nominees referenced in the Form F-4 as directors of the Company, effective immediately. The biographies of our Executive Management and the directors of the Company are set forth in the Form F-4, in the sections titled, “Management of Moolec,” “Business of LigthJump and Certain Information about LightJump — Directors and Executive Officers,” and “Management of Holdco after the Business Combination,” which are incorporated herein by reference.
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B. Compensation
Information pertaining to the compensation of the directors and members of Executive Management of the Company is set forth in the Form F-4, in the sections entitled “Management of Holdco after the Business Combination—Compensation of Directors and Officers,” “Management of Moolec — Moolec Executive Officer Compensation,” and “Management of Moolec —Director Compensation,” which are incorporated herein by reference.
C. Board Practices
Information pertaining to the Board practices following the Closing is set forth in the Form F-4, in the sections entitled “Management of Holdco after the Business Combination,” which is incorporated herein by reference.
Following consummation of the Business Combination, the directors have been assigned committee membership as follows:
| Director | Committees | |
| Gastón Paladini | — | |
| Jose López Lecube | — | |
| Natalia Zang | Compensation Committee; Nominating Committee; and Audit Committee | |
| Kyle P. Bransfield | Compensation Committee; and Audit Committee | |
| Robert M. Bennett | Nominating Committee; and Audit Committee |
As a foreign private issuer, we are permitted under Nasdaq Marketplace Rule 5615(a)(3) to follow certain Luxembourg corporate governance practices instead of the Nasdaq corporate governance rules, provided we disclose which requirements we are not following and the equivalent Luxembourg requirement. We must also provide Nasdaq with a letter from outside counsel in Luxembourg, certifying that our corporate governance practices are not prohibited by Luxembourg law. Nasdaq Listing Rules require a quorum of no less than 33 1/3% of the outstanding voting shares for a shareholders’ meeting. However, we intend to follow Luxembourg practice with respect to quorum requirements for shareholder meetings in lieu of the Nasdaq Listing Rules. Under our articles of association, at an ordinary general meeting, there is no quorum requirement and resolutions are adopted by a simple majority of validly cast votes. In addition, under our articles of association, for any resolutions to be considered at an extraordinary general meeting of shareholders, the quorum shall be, on first convening, at least one half of our issued share capital unless otherwise mandatorily required by law.
D. Employees
Following and as a result of the Business Combination, the business of the Company is conducted through Moolec, the Company’s direct, wholly-owned subsidiary and Moolec’s subsidiaries.
Information pertaining to Moolec’s employees is set forth in the Form F-4, in the section entitled “Business of Moolec and Certain Information about Moolec — Employees,” which is incorporated herein by reference.
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E. Share Ownership
Information about the ownership of the Ordinary Shares by the Company’s directors and members of Executive Management upon consummation of the Business Combination is set forth in Item 7.A of this Report.
Information about the Moolec Share Option Plan is set forth in Form F-4, in the section entitled “Business of Moolec and Certain Information about Moolec—Moolec Employee Share Plan,” which is incorporated herein by reference.
On December 28, 2022, the Company entered into an Exchange Deed of the Moolec Share Option Plan, whereby the award granted, and to be granted under the plan were adopted by the Company whereby any award granted under the plan was exchanged with an equivalent award in the Company. As of December 30, 2022, certain optionholders under the Moolec Employee Share Plan elected to exercise a total of 347,421 options each entitling them to receive one Company Ordinary Share. Certain members of the Executive Management of the Company, including Amit Dhingra, Henk Hoogenkamp and Jose López Lecube have notified the Company that they intend to exercise a total of 76,312, 89,132 and 87,196 options to purchase Ordinary Shares, respectively. It is anticipated by the Company that these shares will be issued as soon as practicable.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
The following table sets forth information regarding the beneficial ownership of the Ordinary Shares as of December 30, 2022, immediately following the consummation of the Business Combination by:
| ● | each person known by us to be the beneficial owner of more than 5% of the Ordinary Shares; |
| ● | each of our directors and members of Executive Management; and |
| ● | all our directors and members of Executive Management as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, and includes shares underlying warrants, as applicable, that are currently exercisable or convertible or exercisable or convertible within 60 days. Ordinary Shares that may be acquired within 60 days of December 30, 2022 pursuant to the exercise of Warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such holder but are not deemed to be outstanding for computing the percentage ownership of any other person or entity shown in the table.
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to the Ordinary Shares beneficially owned by them.
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Approximate Percentage of Outstanding Shares | ||||||
| Gastón Paladini(1)(2) | — | — | % | |||||
| Jose López Lecube(3)(4) | 319,719 | * | % | |||||
| Amit Dhingra(5)(6) | 76,312 | * | % | |||||
| Henk Hoogenkamp(7)(8) | 89,132 | * | % | |||||
| Natalia Zang(9) | — | — | % | |||||
| Kyle P. Bransfield(10)(11) | 1,035,000 | 2.8 | % | |||||
| Robert M. Bennett(12)(13)(14) | 6,224,448 | 14.8 | % | |||||
| All directors and executive officers as a group (seven individuals) | 3,534,611 | 17.9 | % | |||||
| Five Percent or More Holders: | ||||||||
| BG Farming Technologies Ltd.(15) | 14,570,000 | 38.8 | % | |||||
| Union Group Ventures Limited | 15,170,828 | 40.4 | % | |||||
Notes: —
| * | Less than 1% |
| (1) | The business address of Mr. Paladini is Av. Jorge Newbery 8655, Country del Lago, lote 79, Rosario, CP2000, Santa Fe, Argentina. |
| (2) | Represents shares held by The Biotech Company LLC, an entity controlled by Mr. Paladini and his spouse. See Note 15 below. |
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| (3) | The business address of Mr. López Lecube is Los Talas 301 (Ex. Av V50 s/n), BC Talar del Lago 2, lote 438, General Pacheco, Tigre, B1617 Provincia de Buenos Aires, Argentina. |
| (4) | Includes 87,196 options pursuant to the Moolec Employee Share Plan. |
| (5) | The business address of Mr. Dhingra is 4302 Whitwick Pl, College Station, Texas 77845. |
| (6) | Includes 76,312 options pursuant to the Moolec Employee Share Plan. |
| (7) | The business address of Mr. Hoogenkamp is Hoeveveld 24B, 6584GG, Molenhoek, Netherlands. |
| (8) | Includes 89,132 options pursuant to the Moolec Employee Share Plan. |
| (9) | The business address of Ms. Zang is Paseo de los Parques 6. Portal 4. 1d 28109 Alcobendas, Madrid, Spain. |
| (10) | The business address of Mr. Bransfield is 1425 Brickell Ave, Miami, FL 33131. |
| (11) | Represents shares held by UG Holdings LLC, an entity controlled by Mr. Bransfield. |
| (12) | The business address of Mr. Bennett is c/o LightJump One Founders, LLC 14755 Preston Road, Suite 520 Dallas, TX 75254. |
| (13) | Represents shares held by LightJump One Founders, LLC, an entity controlled by Mr. Bennett. |
| (14) | Includes 4,210,000 warrants. |
| (15) | The Biotech Company LLC, an entity controlled by Mr. Paladini, Moolec’s Chief Executive Officer, and Mr. Paladini’s spouse, is the beneficial owner of 20% of BG Farming Technologies Ltd. and Theo I SCSp is the beneficial owner of 80% of BG Farming Technologies Ltd. |
B. Related Party Transactions
Information pertaining to related party transactions is set forth in the Form F-4, in the section entitled “Certain Moolec Relationships and Related Person Transactions,” which is incorporated herein by reference.
C. Interests of Experts and Counsel
None / Not applicable.
A. Consolidated Statements and Other Financial Information
See Item 18 of this Report for consolidated financial statements and other financial information.
Information regarding legal proceedings involving the Company and Moolec is included in the Form F-4 in the sections entitled “Business of Moolec and Certain Information about Moolec—Legal Proceedings” and “Business of LightJump and Certain Information about LightJump—Legal Proceedings”, respectively, and is incorporated herein by reference.
B. Significant Changes
None / Not Applicable.
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A. Offer and Listing Details
Nasdaq Listing of Ordinary Shares and Warrants
The Ordinary Shares and Warrants are listed on Nasdaq Capital Market under the symbols “MLEC” and “MLECW”, respectively. Holders of Ordinary Shares and Warrants should obtain current market quotations for their securities.
Lock-Up Agreements and Registration Rights
In connection with Closing, the Sponsor, the Company, the CFO, the Core Company Shareholders, UG Holdings, LLC, and the Company SAFE Holders entered into a Registration Rights and Lock-Up Agreement pursuant to which, the Sponsor, CFO, Core Company Shareholders and Company SAFE Holders have customary demand and piggyback registration rights in connection with the Company Ordinary Shares issued to them in the Exchange or the Merger. Additionally, the Holdco Ordinary Shares held by each party to the Registration Rights and Lock-Up Agreement, with the exception of the Company Ordinary Shares that were issued to Theo and UGVL pursuant to their cash contribution under the Backstop 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 the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders of the Company having the right to exchange their Company Ordinary Shares for cash, securities or other property, provided that if the share price of the Company Ordinary Shares exceeds $12.00 per Company 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.
Transaction Support Agreement
Information regarding the restrictions applicable to the Ordinary Shares is included in the Form F-4 in the section entitled “Certain Agreements Related to the Business Combination—Transaction Support Agreement” and is incorporated herein by reference.
Backstop Agreement
Information regarding the terms of the Backstop Agreement is included in the Form F-4 in the section entitled “Certain Agreements Related to the Business Combination – Backstop Agreement” and is incorporated herein by reference.
At Closing, $1,989,011 remained in the Trust Account, which triggered the obligations of the Sponsor, UGVL and Theo under the Backstop Agreement. Pursuant to the Backstop Agreement, the commitment to fund the Company of the Sponsor was $4,005,520, and the commitment to fund the Company of each of Theo and UGVL was $2,002,760. Pursuant to the Backstop Agreement, the Sponsor elected to transfer Sponsor shares of SPAC Common Stock to each of UGVL and Theo prior to the consummation of the Merger equal to the Sponsor’s commitment, with each Sponsor share of SPAC Common Stock valued at $10. Therefore, prior to the consummation of the Merger, the Sponsor transferred 200,276 shares of SPAC Common Stock to each of Theo and UGVL. Because the Sponsor elected to fulfill its obligation under the Backstop Agreement by transferring shares to each of Theo and UGVL, the required commitment to fund the Company for each of Theo and UGVL was $4,005,520. At the Closing Date, Theo and UGVL each transferred $4,005,520 to the Company and in turn, each received 400,552 newly issued Company Ordinary Shares. At the Closing Date, the parties to the Backstop Agreement entered into a Memorandum of Understanding, whereby each of the parties agreed to the terms outlined above in order to implement the Backstop Agreement.
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B. Plan of Distribution
Not applicable.
C. Markets
The Ordinary Shares and Warrants are listed on Nasdaq Global Market under the symbols “MLEC” and “MLECW,” respectively.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
Item 10. Additional Information
A. Share Capital
The Company is authorized to issue five hundred billion (500,000,000,000) Ordinary Shares.
As of December 30, 2022, subsequent to the Closing of the Business Combination, there were 37,560,249 Ordinary Shares outstanding and issued. There were also 11,110,000 Warrants outstanding, each entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per share.
B. Memorandum and Articles of Association
The amended and restated articles of association of the Company dated as of December 29, 2022, are included as Exhibit 1.1 to this Report. The description of the articles of association of the Company contained in the Form F-4 in the section entitled “Description of Holdco’s Securities” is incorporated herein by reference.
C. Material Contracts
Material Contracts Relating to the Business Combination
Business Combination Agreement
The description of the Business Combination Agreement is included in the Form F-4 in the section entitled “The Business Combination Agreement” which is incorporated herein by reference.
Other Agreements
The description of other material agreements relating to the Business Combination is included in the Form F-4 in the section entitled “Certain Agreements Related to the Business Combination” which is incorporated herein by reference.
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D. Exchange Controls
There are no foreign exchange controls or foreign exchange regulations under the currently applicable laws of the Grand Duchy of Luxembourg.
E. Taxation
Information pertaining to tax considerations related to the Business Combination is set forth in the Form F-4, in the sections entitled “Material Luxembourg Income Tax Considerations” and “Material U.S. Federal Income Tax Considerations,” which are incorporated herein by reference.
F. Dividends and Paying Agents
The Company has never declared or paid any cash dividends and has no plan to declare or pay any dividends on Ordinary Shares in the foreseeable future. The Company currently intends to retain any earnings for future operations and expansion.
From the annual net profits of the Company, at least 5% shall each year be allocated to the reserve required by applicable laws (the “Legal Reserve”). That allocation to the Legal Reserve will cease to be mandatory as soon and as long as the aggregate amount of the Legal Reserve amounts to 10% of the amount of the share capital of the Company. The general meeting of shareholders shall resolve how the remainder of the annual net profits, after allocation to the Legal Reserve, will be disposed of by allocating the whole or part of the remainder to a reserve or to a provision, by carrying it forward to the next following financial year or by distributing it, together with carried forward profits, distributable reserves or share premium to the shareholders in proportion to the number of Ordinary Shares they hold in the Company.
The Board may resolve that the Company pay out an interim dividend to the shareholders, subject to the conditions of article 461-3 of the 1915 Law and the Company’s articles of association. The Board shall set the amount and the date of payment of the interim dividend.
Any share premium, assimilated premium or other distributable reserve may be freely distributed to the shareholders subject to the provisions of the 1915 Law and the Company’s articles of association. The dividend entitlement lapses upon the expiration of a five-year prescription period from the date of the dividend distribution. The unclaimed dividends return to the Company’s accounts.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our equity securities. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent registered public accounting firm. We will also furnish to the SEC, on Form 6-K, unaudited financial information with respect to our first six-month period of our fiscal year. Information filed with or furnished to the SEC by us will be available on our website. On December 5, 2022, the Company and LightJump furnished to its shareholders a proxy statement relating to the Business Combination. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.
I. Subsidiary Information
Not applicable.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
The information set forth in the section entitled “Moolec Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk” in the Form F-4 is incorporated herein by reference.
Item 12. Description of Securities Other than Equity Securities
Not applicable.
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Not applicable.
See Item 18.
The condensed unaudited financial statements of LightJump are incorporated by reference to pages F-2 to F-23 in the Form F-4.
The audited financial statements of LightJump are incorporated by reference to pages F-24 to F-43 in the Form F-4.
The audited consolidated financial statements of Moolec as of June 30, 2022 and 2021 and for the year ended June 30, 2022 and for each of the periods from January 1, 2021 through June 30, 2021 and from August 21, 2020 through December 31, 2020 are incorporated by reference to pages F-44 to F-68 in the Form F-4.
The unaudited pro forma condensed combined financial information of the Company is filed as Exhibit 99.1 hereto and incorporated herein by reference.
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EXHIBIT INDEX
| * | Filed herewith |
| # | Certain schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but will be furnished supplementally to the SEC upon request. |
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The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
MOOLEC SCIENCE SA | ||
January 6, 2023 |
By: | /s/ Gastón Paladini |
| Name: | Gastón Paladini | |
| Title: | Chief Executive Officer | |
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Exhibit 1.1
CHAPTER I. FORM, NAME, REGISTERED OFFICE, OBJECT, DURATION
Article 1. Form, Name
A société anonyme (the “Company”) is governed by the laws of the Grand Duchy of Luxembourg, in particular the law of 10 August 1915 on commercial companies, as amended (the “Laws”) and by these articles of association (the “Articles of Association”).
The Company exists under the name of “Moolec Science SA”.
Article 2. Registered Office
The Company will have its registered office in the City of Luxembourg.
The registered office may be transferred to any other place within the Grand Duchy of Luxembourg by a resolution of the Board of Directors (as defined below). The Board of Directors shall arrange that the Articles of Association are amended to reflect such transfer.
Branches or other offices may be established either in the Grand Duchy of Luxembourg or abroad by a resolution of the Board of Directors.
In the event that, in the view of the Board of Directors, extraordinary political, economic or social developments occur or are imminent that would interfere with the normal activities of the Company at its registered office or with the ease of communications with this office or between this office and persons abroad, the Company may temporarily transfer the registered office abroad, until the complete cessation of these abnormal circumstances. These temporary measures will have no effect on the nationality of the Company, which, notwithstanding the temporary transfer of the registered office, will remain a company governed by the Laws. These temporary measures will be taken and notified to any interested parties by the Board of Directors.
Article 3. Object
The object of the Company is the acquisition, holding and disposal of interests in Luxembourg and/or in foreign companies and undertakings, as well as the administration, development and management of such interests.
The Company may provide loans and financing in any other kind or form or grant guarantees or security in any other kind or form, for the benefit of the companies and undertakings forming part of the group of which the Company is a member.
The Company may also invest in real estate, in intellectual property rights or any other movable or immovable assets in any kind or form.
The Company may borrow in any kind or form and issue bonds, notes or any other debt instruments as well as warrants or other share subscription rights.
In a general fashion, the Company may carry out any commercial, industrial or financial operation, which it may deem useful in the accomplishment and development of its object.
Article 4. Duration
The Company is formed for an unlimited duration.
CHAPTER II. CAPITAL, SHARES
Article 5. Share Capital
The Company’s share capital is set at fifty thousand United States dollars (USD 50,000.-) divided into five million (5,000,000) shares, with a nominal value of one cent (USD 0.01) each (any share in the Company, a “Share”).
In addition to the share capital, a premium account may be established to record any premium paid on any Share in addition to its nominal value. The premium account shall constitute a distributable reserve and may notably be used for the payment of the price for any Shares which the Company may repurchase from its shareholder(s), to offset any net realised losses, to make distributions to the shareholder(s) or to allocate funds to the legal reserve.
Distributable reserve accounts may be established to record contributions to the Company made by existing shareholders without issuance of Shares. Any such reserve shall constitute a distributable reserve and may notably be used to provide for the payment of the price of any Shares which the Company may repurchase from its shareholder(s), to offset any net realised losses, to make distributions to the shareholder(s) or to allocate funds to the legal reserve.
Article 6. Authorised Capital – Free Shares
The authorised capital of the Company (excluding the issued share capital) is set at five billion United States dollars (USD 5,000,000,000.-) divided into five hundred billion (500,000,000,000) Shares with a nominal value of one cent (USD 0.01) each.
The Board of Directors is authorised, up to the maximum amount of the authorised capital, to (i) increase the issued share capital in one or several tranches with or without share premium, against payment in cash or in kind, by conversion of claims on the Company or in any other manner; (ii) issue subscription and/or conversion rights in relation to new shares or instruments within the limits of the authorised capital under the terms and conditions of warrants (which may be separate or linked to Shares, bonds, notes or similar instruments issued by the Company), convertible bonds, notes or similar instruments; (iii) determine the place and date of the issue or successive issues, the issue price, the terms and conditions of the subscription of and paying up on the new shares and instruments and (iv) remove or limit the statutory preferential subscription right of the shareholders.
The Board of Directors may authorise any person to accept on behalf of the Company subscriptions and receive payment for Shares or instruments issued under the authorised capital.
The Board of Directors is further authorised to make an allotment of existing or newly issued shares without consideration to the following persons:
| (a) | employees of the Company or certain categories amongst those; |
| (b) | employees of companies or economic interest grouping in which the Company holds directly or indirectly at least fifty per cent (50%) of the share capital or voting rights; |
| (c) | employees of companies or economic interest grouping in which at least fifty per cent (50%) of the share capital or voting rights is held directly or indirectly by a company which holds directly or indirectly at least fifty per cent (50%) of the share capital of the Company; |
| (d) | members of the corporate bodies of the Company or of the companies or economic interest grouping listed in point (b) to (c) above or certain categories amongst those. |
The above authorisations are valid for a period ending five (5) years after the latest of (i) the date of the deed of incorporation of the Company or (ii) the date of the deed enacting the renewal of such authorisations. The above authorisations may be renewed, increased or reduced by a resolution of the General Meeting voting with the quorum and majority rules set for the amendment of the Articles of Association. The shares to be issued upon exercise or conversion of any warrants (which may be separate or linked to Shares, bonds, notes or similar instruments issued by the Company), convertible bonds, notes or similar instruments may be issued beyond the initial authorised capital period of five (5) years as long as such instruments were issued within the relevant initial authorized capital period of five (5) years.
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Following each increase of the issued share capital in accordance with this Article 6, Article 5 will be amended so as to reflect the capital increase. Any such amendment will be recorded in a notarial deed upon the instructions of the Board of Directors or of any person duly authorised by the Board of Directors for this purpose.
Article 7. Increase and Reduction of Capital – Acquisition of own Shares
The share capital and/or authorised capital of the Company may be increased or reduced by a resolution of the General Meeting adopted in compliance with the quorum and majority rules set for the amendment of the Articles of Association.
The new shares to be subscribed for by contribution in cash will be offered by preference to the existing shareholders in proportion to the part of the capital which those shareholders are holding. The Board of Directors shall determine the period within which the statutory preferential subscription rights (“PSRs”) shall be exercised (the “Subscription Period”) and the PSRs shall be freely negotiable during the Subscription Period. If, at the end of the Subscription Period, not all PSRs have been exercised, the PSRs shall immediately lapse and the Board of Directors may decide that any person (including third parties) may participate in the capital increase by subscribing to the shares which have not been subscribed through the exercise of PSRs during the Subscription Period.
Notwithstanding the above, the Board of Directors, within the limit of the authorisation under Article 6 or, the General Meeting, voting in compliance with the quorum and majority rules set for any amendment of the Articles of Association may limit or withdraw the PSRs.
The Company may acquire or repurchase Shares.
Article 8. Shares
| 8.1 | Each Share entitles to one (1) vote. |
| 8.2 | A shareholder may individually undertake not to exercise, permanently or temporarily, all or part of its voting rights. Such a waiver binds the relevant shareholder and the Company as from its notification to the Company. |
| 8.3 | The rights and obligations attached to all Shares shall be identical except to the extent otherwise provided by the Articles of Association or by the Laws. |
| 8.4 | The co-owners of Shares must be represented towards the Company by one (1) joint representative, whether appointed amongst them or not. |
| 8.5 | The Shares will be in the form of registered shares only. |
| 8.6 | A register of shares shall be kept by the Company at its registered office, where it shall be available for inspection by any shareholder. This register shall contain the precise designation of each shareholder and the indication of the number of Shares held, the indication of the payments made on the Shares as well as the transfers of Shares and the dates thereof. Ownership of shares will be established by inscription in the said register or in the event separate registrars have been appointed pursuant to Article 8.8, in such separate register(s). |
| 8.7 | The Company may appoint registrars in different jurisdictions who may each maintain a separate register for the Shares entered therein. Shareholders may elect to be entered into one of these registers and to transfer their Shares to another register so maintained. The Board of Directors may however impose transfer restrictions for Shares in compliance with the requirements of the jurisdiction applicable to the Shares at that time. A transfer to the register kept at the Company’s registered office may always be requested. |
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| 8.8 | Subject to the provisions of Articles 8.10 and 8.11, the Company may consider the person in whose name the Shares are registered in the register of shareholders as the full owner of such Shares. In the event that a holder of Shares does not provide an address in writing to which all notices or announcements from the Company may be sent, the Company may permit a notice to this effect to be entered into the register of shareholders and such holder’s address will be deemed to be at the registered office of the Company or such other address as may be so entered by the Company from time to time, until a different address shall be provided to the Company by such holder in writing. The holder may, at any time, change his address as entered in the register of shareholders by means of written notification to the Company. |
| 8.9 | The Shares may be held by a holder through a securities settlement system or a Depositary (as this term is defined below). The holder of Shares held in such fungible securities accounts has the same rights and obligations as if such holder held the Shares directly. The Shares held through a securities settlement system or a Depositary shall be recorded in an account opened in the name of the holder and may be transferred from one account to another in accordance with customary procedures for the transfer of securities in book-entry form. However, the Company will make dividend payments, if any, and any other payments in cash, shares or other securities, if any, only to the securities settlement system or Depositary recorded in the register of shareholders or in accordance with the instructions of such securities settlement system or Depositary. Such payment will grant full discharge of the Company’s obligations in this respect. |
| 8.10 | All communications and notices to be given to a registered shareholder shall be deemed validly made if made to the latest address communicated by the shareholder to the Company in accordance with Article 8.8 or, if no address has been communicated by the shareholder, the registered office of the Company or such other address as may be so entered by the Company in the register from time to time according to Article 8.8. |
| 8.11 | Where Shares are recorded in the register of shareholders in the name of or on behalf of a securities settlement system or the operator of such system and recorded as book-entry interests in the accounts of a professional depositary or any sub-depositary (any depositary and any sub-depositary being referred to as a “Depositary”), the Company – subject to having received from the Depositary a certificate (or such other document as accepted by the Company) in proper form – will permit the Depositary of such book-entry interests to exercise the rights attaching to the Shares corresponding to the book-entry interests of the relevant holder, including receiving notices of general meetings, admission to and voting at general meetings, and shall consider the Depositary to be the holder of the Shares corresponding to the book-entry interests for purposes of this Article 8 of the present Articles of Association. The Board of Directors may determine the formal requirements with which such certificates (or such other document as accepted by the Company) must comply and the exercise of the rights in respect of such Shares may in addition be subject to the internal rules and procedures of the securities settlement system. |
| 8.12 | Any person who is required to report ownership of Shares on Schedule 13D or 13G pursuant to Rule 13d-1 or changes in such ownership pursuant to Rule 13d-2, each as promulgated by the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended, must notify the Company’s Board of Directors promptly following any reportable acquisition or disposition, and in no event later than the filing date of such Schedule 13D or 13G, of the proportion of Shares held by the relevant person as a result of the acquisition or disposal. |
Article 9. Transfer of Shares
The Shares are freely transferable in accordance with the provisions of the Law, subject to any contractual restrictions or restrictions on transfer under applicable securities laws of any jurisdiction to which the Shares are subject.
Without prejudice to the conditions for transfer by book entries provided for in Article 8.10 of these Articles of Association, any transfer of Shares will be registered in the register of shares by a declaration of transfer entered into the register of shares, dated and signed by the transferor and the transferee or by their representative(s) as well as in accordance with the rules on the transfer of claims laid down in article 1690 of the Luxembourg Civil Code. Furthermore, the Company may accept and enter into the register of shares any transfer referred to in any correspondence or other document recording the consent of the transferor and the transferee.
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Ownership of a Share carries implicit acceptance of the Articles of Association and of the resolutions validly adopted by the General Meeting.
A transfer of Shares in breach of provisions of the Articles of Association shall be null and void.
Article 10. Incapacity, Death, Suspension of Civil Rights, Bankruptcy or Insolvency of a shareholder
The incapacity, death, suspension of civil rights, bankruptcy, insolvency, liquidation, or any other similar event affecting one or more shareholder(s) does not put the Company into liquidation.
CHAPTER III. BOARD OF DIRECTORS, AUDITORS
Article 11. Board of Directors
The Company shall be managed by a board of directors (the “Board of Directors”).
The Board of Directors shall be composed of not less than five (5) members (the “Directors”), who may but do not need to be shareholders of the Company themselves.
If and as long as the Company has only one (1) shareholder, the Board of Directors may comprise one (1) Director only.
Each Director will be appointed by the General Meeting by a simple majority of votes cast. The General Meeting shall determine the number of Directors and the duration of their mandate. The resolutions of the General Meeting approving the appointment of a Director shall require a separate vote for each individual candidate Director.
The duration of the mandate of any Directors appointed shall be determined so as not to exceed the date of the annual general meeting of shareholders of the Company approving the annual accounts of the next financial year following their appointment.
Each Director is eligible for re-appointment for successive terms and may be removed at any time, with or without cause by a resolution of the General Meeting.
In the event of a vacancy on the Board of Directors, the remaining Directors may elect by co-optation a new Director to fill such vacancy until the next General Meeting, which shall ratify such co-optation or elect a new Director instead.
Article 12. Powers of the Board of Directors
The Board of Directors is vested with the broadest powers to perform all acts necessary or useful to accomplish the Company’s object.
All powers not expressly reserved by the Articles of Association or by the Laws to the General Meeting or to the Auditor(s) (as defined below) shall be within the competence of the Board of Directors.
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Article 13. Delegation of Powers - Representation of the Company
The Board of Directors may delegate the daily management of the Company and the representation of the Company for that daily management to one or more persons or committees of its choice.
The Board of Directors may create one or several committees. The composition and the powers of such committee(s), the terms of the appointment, removal, remuneration and duration of the mandate of its/their members, as well as its/their rules of procedure are determined by the Board of Directors. The Board of Directors shall be in charge of the supervision of the activities of the committee(s).
The Board of Directors may also grant other special powers of attorney or entrust permanent or temporary tasks to one or more persons of its choice. Such persons shall exercise the tasks entrusted to them under the supervision of the Board of Directors.
The remuneration and other benefits granted to the person(s) to whom the daily management has been delegated must be reported annually by the Board of Directors to the General Meeting.
The Company will be bound towards third parties by the individual signature of the sole Director or by the joint signatures of any three (3) Directors.
The Company will further be bound towards third parties by the joint signatures or single signature of any person(s) to whom the daily management of the Company has been delegated, for that daily management, or by the joint signatures or sole signature of any person(s) to whom any special power of attorney has been granted, but only within the limits of that special power of attorney.
Article 14. Meetings of the Board of Directors
The Board of Directors may appoint from among its members a chairperson (the “Chairperson”).
The Board of Directors will meet upon call by the Chairperson or by any Director in accordance with the provisions of this Article 14.
The Chairperson will preside over all meetings of the Board of Directors, except that in the absence of the Chairperson, the Board of Directors may appoint another Director as chairperson for the relevant meeting by a majority of the votes of the Directors present or represented at such meeting.
Except in case of urgency or with the prior consent of all those entitled to attend, which consent shall be recorded in the minutes of the meeting at least forty-eight (48) hours’ written notice of meetings of the Board of Directors shall be given in writing and transmitted by any means of communication allowing for the transmission of a written text. Any such notice shall specify the time and the place of the meeting, as well as the agenda and the nature of the business to be resolved upon. The notice may be waived by properly documented consent of each Director which consent shall be recorded in the minutes of the meeting. No separate notice is required for meetings held at times and places specified in a time schedule previously adopted by resolution of the Board of Directors.
The meetings of the Board of Directors shall be held in the Grand Duchy of Luxembourg or at such other place as the Board of Directors may from time to time determine.
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Any Director may be represented at any meeting of the Board of Directors by appointing in writing, transmitted by any means of communication allowing for the transmission of a written text, another Director as his proxy. Any Director may represent one or more Directors.
The quorum for a valid meeting of the Board of Directors shall be the presence or the representation of at least half (1/2) of the Directors.
When the rules of a foreign stock exchange require that, at least once a year, only independent directors of the Company may hold a meeting of the Board of Directors, the quorum required for a meeting of the Board of Directors can be disregarded and the independent directors must all be present or represented at such meeting. The independent directors may appoint a chairman pro tempore at such meetings.
Resolutions of the Board of Directors in a meeting will be taken by a majority of the votes of the Directors present or represented at such meeting. The Chairperson shall have no casting vote in case of a tie.
Directors may participate in a meeting by conference call, videoconference or any other similar means of communication enabling thus several persons participating therein to simultaneously communicate with each other on a continuous basis. A meeting held using such means of communication is deemed to have taken place at the Company’s registered office.
A written resolution, signed by all the Directors and transmitted by any means of communication allowing for the transmission of a written text, is proper and valid as though it had been adopted at a meeting of the Board of Directors which was duly convened and held. Such a resolution may be documented in a single document or in several separate documents having the same content and each of them signed by one or several Directors. A written resolution passed in this way is deemed to have been taken at the Company’s registered office.
Article 15. Resolutions of the Board of Directors
The resolutions of the Board of Directors shall be recorded in writing.
The minutes of any meeting of the Board of Directors will be signed by the Chairperson or the chairperson of the meeting or by any three (3) Directors.
Copies or extracts of written resolutions or minutes, to be produced in judicial proceedings or otherwise, may be signed by the sole Director or by any three (3) Directors acting jointly.
In case of a sole Director, resolutions shall be documented in writing and signed by the sole Director.
Article 16. Management Fees and Expenses
Subject to approval by the General Meeting, Directors may receive a management fee for their management of the Company and may, in addition, be reimbursed for all other expenses whatsoever incurred by the relevant Director in relation to the management of the Company.
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Article 17. Conflicts of Interest
If any Director has or may have a direct or indirect financial interest in any transaction which requires the approval of the Board of Director(s), that Director shall disclose that interest to the Board of Directors and shall not take part of any deliberation or vote on any such transaction.
Such transaction and such Director’s interest shall be disclosed in a special report to the next General Meeting before any resolution is passed.
In case of a sole Director, record is kept in writing of the transactions where the sole Director has such direct or indirect financial interest.
Where, due to a conflict of interests, the number of Directors required to be present or represented for a valid quorum is not reached, the Board of Directors may defer the decision to the General Meeting.
The foregoing paragraphs do not apply if the relevant transaction falls within the ordinary course of business of the Company and is entered into at arm’s length under market conditions.
No transaction between the Company and any other party shall be affected or invalidated by the mere fact that a Director (or any one of its directors, managers, officers or employees) is a director, manager, associate, member, shareholder, officer or employee of that other party. Any person related as described above to any company or firm with which the Company shall contract or otherwise engage in business shall not, by reason of such affiliation, be automatically prevented from considering, voting or acting upon any matters with respect to such contract or other business.
The provisions of this article apply mutatis mutandis to the persons to whom the Board of Directors has delegated the daily management of the Company, except that in case the Board of Directors has delegated the daily management of the Company to a single person, the decision shall be deferred to the Board of Directors.
Article 18. Directors’ Liability; Indemnification
Directors are not held personally liable for the indebtedness or other obligations of the Company. As agents of the Company, they are responsible for the performance of their duties. Subject to the exceptions and limitations listed in below and mandatory provisions of law, every person who is, or has been, a Director or officer of the Company (and his or her heirs, executors and administrators) shall be indemnified by the Company to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by such person in connection with any claim, action, suit or proceeding which he becomes involved as a party or otherwise by virtue of his or her being or having been a director or officer of the Company, or, at the request of the Company, of any other company of which the Company is a shareholder or creditor and by which he is not entitled to be indemnified, and against amounts paid or incurred by him or her in the settlement thereof. The words “claim”, “action”, “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or otherwise including appeals) actual or threatened and the words “liability” and “expenses” shall include without limitation attorneys’ fees, costs, judgments, amounts paid in settlement and other liabilities.
No indemnification shall be provided to any Director, officer or shareholder (i) against any liability by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, (ii) with respect to any matter as to which he or she shall have been finally adjudicated to have acted in bad faith and not in the interest of the Company or (iii) in the event of a settlement, unless the settlement has been approved by a court of competent jurisdiction or by the Board of Directors.
The right of indemnification herein provided shall be severable, shall not affect any other rights to which any director or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect or limit any rights to indemnification to which corporate personnel, including directors and officers, may be entitled by contract or otherwise under law. The Company shall specifically be entitled to provide contractual indemnification to and may purchase and maintain insurance for any corporate personnel, including directors and officers of the Company, as the Company may decide upon from time to time.
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Article 19. Confidentiality
Even after cessation of their mandate or function, any Director, as well as any person who is invited to attend a meeting of the Board of Directors, shall not disclose information on the Company, the disclosure of which may have adverse consequences for the Company, unless such divulgation is required (i) by a legal or regulatory provision applicable to sociétés anonymes or (ii) for the public benefit.
Article 20. Auditors
The auditing of the Company may be entrusted to one or several auditors (commissaires) (the “Auditors”).
When so required by the Laws, the auditing of the Company must be entrusted to one or several approved statutory auditors (réviseurs d’entreprises agréés) (“Réviseurs”). When a Réviseur is appointed, no Auditor needs to be appointed.
The Auditors or Réviseurs, if any, will be appointed by the General Meeting, which will determine the number of Auditors or Réviseurs and the duration of their mandate. Each of them is eligible for re-appointment. Unless otherwise provided by the Laws, they may be removed at any time, with or without cause, by a resolution of the General Meeting.
CHAPTER IV. GENERAL MEETING
Article 21. Powers of the General Meeting
The general meeting of shareholders (the “General Meeting”) shall have such powers as are vested in it pursuant to the Articles of Association and the Laws.
Article 22. Annual General Meeting
An annual General Meeting shall be held in the Grand Duchy of Luxembourg within six (6) months of the end of the preceding financial year, except for the first annual General Meeting which may be held within eighteen (18) months from incorporation.
Article 23. Other General Meetings
The Board of Directors or the Auditor(s) (if any) may convene General Meetings (in addition to the annual General Meeting). Such meetings must be convened if shareholders representing at least ten per cent (10%) of the Company’s share capital so require.
General Meetings, including the annual General Meeting, will be held at the registered office of the Company or at such other place in the Grand Duchy of Luxembourg, and may be held abroad if, in the judgement of the Board of Directors, circumstances of force majeure so require.
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Article 24. Notice of General Meetings
The shareholders shall meet in a General Meeting upon issuance of a convening notice in accordance with the Laws which shall specify the time and the place of the General Meeting as well as the agenda and the nature of the business to be resolved upon at the relevant General Meeting. The agenda for a General Meeting shall also describe any proposed changes to the Articles of Association and, if applicable, set out the text of those changes affecting the object or form of the Company. If the Shares are listed on a foreign stock exchange, the requirements of such foreign stock exchange applicable to the Company shall additionally be complied with.
If the Shares are listed on a foreign stock exchange, all shareholders of the Company (for the avoidance of doubt, including any registered shareholder, any Depositary and, without prejudice to any requirements as set out in any other provision of these Articles of Association, any holder of Shares) are entitled to be admitted to any General Meeting, provided, however, that the Board of Directors may determine a date and time preceding the General Meeting as the record date for admission to such meeting, which may not be less than five (5) calendar days before the date of such meeting (the “Record Date”).
Shareholders holding individually or collectively at least ten (10) per cent of the issued share capital of the Company, may request the addition of one or several new items on the agenda of the General Meeting. This right shall be exercised upon request of the shareholders in writing submitted to the Company by registered letter at the address of the registered office of the Company. The requests shall include the details requested in the convening notice. The requests from the shareholders shall be received by the Company no later than five (5) calendar days before the General Meeting.
Article 25. Attendance - Representation
Each shareholder is entitled to attend and speak at any General Meeting.
A shareholder may be represented at any General Meeting by another person (who does not need to be a shareholder) appointed in writing (transmitted by any means of communication allowing for the transmission of a written text) as a proxyholder by the shareholder. A proxyholder may represent more than one (1) shareholder.
Shareholders taking part in a meeting by conference call, through video conference or by any other means of communication allowing for their identification, allowing all persons taking part in the meeting to hear one another on a continuous basis and allowing for an effective participation of all such persons in the meeting, are deemed to be present for the computation of the quorums and votes, subject to such means of communication being made available at the place of the meeting. A General Meeting held in this way is deemed to have taken place at the Company’s registered office.
Article 26. Proceedings
Any General Meeting shall be presided over by the Chairperson or, in the absence of the Chairperson, by a person designated by the Board of Directors or, in the absence of such designation, by a resolution of the General Meeting.
The chairperson of the General Meeting shall appoint a secretary.
By resolution of the General Meeting one (1) scrutineer shall be appointed from the persons attending the General Meeting.
The chairperson, the secretary and the scrutineer together form the board of the relevant General Meeting.
In connection with each General Meeting, the Board of Directors is authorised to provide such rules of deliberations and such conditions for allowing shareholders to take part in the meeting as the Board of Directors deems appropriate.
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Except to the extent inconsistent with the rules and conditions as adopted by the Board of Directors, the person presiding over the General Meeting shall have the power and authority to prescribe such additional rules and conditions and to do all such acts as, in the judgment of such person, are appropriate for the proper conduct of the meeting. Such rules and conditions, whether adopted by the Board of Directors or prescribed by the person presiding over the meeting, may include, in each case to the extent permitted by applicable law:
| (a) | determining the order of business for the meeting; |
| (b) | rules and procedures for maintaining order at the meeting and the safety of those present; |
| (c) | limitations on attendance at or participation in the meeting to shareholders of record, their duly authorised and constituted attorneys or such other persons as the person presiding over the meeting shall determine; |
| (d) | restrictions on entry to the meeting after the time fixed for the commencement thereof; and |
| (e) | limitations on the time allotted to questions or comments by participants. |
Article 27. Adjournment
Without limiting the generality of Article 26 and irrespective of the agenda, the Board of Directors may adjourn any General Meeting in accordance with the formalities and time limits stipulated for by the Law.
Such adjournment automatically cancels any resolution already adopted prior thereto.
The adjourned General Meeting has the same agenda as the first one. Shares and proxies regularly deposited in view of the first meeting remain validly deposited for the second one.
Article 28. Voting at General Meetings
An attendance list indicating the name of each shareholder and the number of Shares for which he votes is signed by or on behalf of each shareholder present or represented by proxy, prior to the start of the General Meeting.
The Board of Directors may in its sole discretion authorize each shareholder to vote at a General Meeting through a signed voting form sent by post, electronic mail, facsimile or any other means of communication to the Company’s registered office or to the address specified in the convening notice. Subject to such authorisation by the Board of Directors, the shareholders may only use voting forms provided by the Company which contain at least the date, place and time of the meeting, the agenda of the meeting and the text of the proposed resolutions. For each resolution, the form must contain three boxes allowing the shareholder to vote in favor thereof, against, or abstain from voting by ticking the appropriate box. For the avoidance of doubt, shareholders may not vote by voting forms where the Board of Directors has not authorised such voting method for a given General Meeting.
Voting forms which, for a proposed resolution, do not show (i) a vote in favor of the proposed resolution, (ii) a vote against the proposed resolution or (iii) an abstention from voting on the proposed resolution, are void with respect to such resolution. If a shareholder votes by means of a voting form, the voting form shall be deposited at the registered office of the Company or with an agent of the Company duly authorised to receive such voting forms. The Company shall only take into account voting forms received no later than three (3) business days prior to the date of the General Meeting to which they relate. The Board of Directors may set a shorter period for the submission of the voting forms.
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If a shareholder votes by means of proxy, the proxy shall be deposited at the registered office of the Company or with an agent of the Company duly authorised to receive such proxies. The Company shall only take into account proxies received no later than three (3) business days prior to the date of the General Meeting to which they relate. The Board of Directors may set a shorter period for the submission of the proxies.
A holder of Shares held through the operator of a securities settlement system or with a Depositary wishing to attend a General Meeting must provide the Company with a certificate issued by such operator or Depositary certifying the number of Shares recorded in the relevant account on the Record Date. Such certificate must be provided to the Company no later than three (3) business days prior to the date of such general meeting. If such holder of shares votes by means of a proxy, Article 28 of these Articles of Association shall apply.
Resolutions the adoption of which is not subject to the quorum and the majority requirements for an amendment of the Articles of Association, shall be adopted, irrespective of the number of Shares represented, by a simple majority of votes cast.
For resolutions the adoption of which is subject to the quorum and majority requirements for an amendment of the Articles of Association, the quorum shall be at least one half (1/2) of all the Shares issued and outstanding and the resolutions shall be adopted by a two thirds (2/3rds) majority of the votes cast. If the said quorum is not reached at a first meeting, a second meeting may be convened and resolutions shall be adopted, irrespective of the number of Shares represented, by a two thirds (2/3rds) majority of the votes cast.
The resolutions of the General Meeting approving the appointment of a Director shall require a separate vote for each individual candidate Director.
Article 29. Minutes
The minutes of a General Meeting shall be signed by the members of the board of that General Meeting and may be signed by or on behalf of any shareholders, who so request.
CHAPTER V. FINANCIAL YEAR, FINANCIAL STATEMENTS, DISTRIBUTION OF PROFITS
Article 30. Financial Year
The Company’s financial year begins on the first day of July and ends on the last day of June of each calendar year.
Article 31. Adoption of Financial Statements
After the end of each financial year, the Board of Directors draws up the annual financial statements of the Company in accordance with the Laws.
The annual statutory and/or consolidated financial statements are submitted to the General Meeting for approval.
Each shareholder or his representative may also peruse the financial statements of the Company at the registered office of the Company.
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Article 32. Distribution of Profits
From the annual net profits of the Company, at least five per cent (5%) shall each year be allocated to the reserve required by Laws (the “Legal Reserve”). That allocation to the Legal Reserve will cease to be required as soon and as long as the Legal Reserve amounts to ten per cent (10%) of the amount of the share capital of the Company.
The General Meeting shall resolve how the remainder of the annual net profits, after allocation to the Legal Reserve in accordance with the previous paragraph, will be disposed of by allocating the whole or part of the remainder to a reserve or to a provision, by carrying it forward to the next following financial year or by distributing it, together with carried forward profits, distributable reserves or share premium to the shareholder(s), each Share entitling to the same proportion in such distributions.
Subject to the provisions of the Laws and in compliance with the provisions in the previous two paragraphs, the Board of Directors may resolve that the Company pays out an interim dividend to the shareholders. The Board of Directors shall set the amount and the date of payment of the interim dividend.
Any share premium, assimilated premium or other distributable reserve may be freely distributed to the shareholders subject to the provisions of the Law and the Articles of Association.
CHAPTER VI. DISSOLUTION, LIQUIDATION
Article 33. Dissolution, Liquidation
The Company may be dissolved by a resolution of the General Meeting adopted in compliance with the quorum and majority rules set for any amendment of the Articles of Association.
Should the Company be dissolved, the liquidation will be carried out by the Board of Directors or such other person(s) (who may be physical persons or legal entities) appointed by the General Meeting. The General Meeting shall also determine the powers and the compensation (if any) of such other person(s).
After settlement of all the debts and liabilities of the Company, including the expenses of liquidation, the net liquidation proceeds shall be distributed to the shareholder(s) in compliance with the same preference as set out for dividend distributions.
In case the Company has only one (1) shareholder, it may also be dissolved without liquidation in accordance with article 1865bis of the Luxembourg Civil Code.
CHAPTER VII. Applicable Law
Article 34. Applicable Law
All matters not governed by the Articles of Association shall be determined in accordance with the Laws.
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Exhibit 2.5
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of December 30, 2022, by and among LightJump Acquisition Corporation, a Delaware corporation (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 Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined herein).
WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of January 12, 2021, and filed with the United States Securities and Exchange Commission on January 20, 2021 (the “Existing Warrant Agreement”);
WHEREAS, pursuant to the Existing Warrant Agreement, the Company issued (a) 4,210,000 warrants to LightJump One Founders, LLC (collectively, the “Private Warrants”) to purchase shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) simultaneously with the closing of the Company’s initial public offering (the “Public Offering”) (including the full exercise of the underwriters’ over-allotment option), at a purchase price of $1.00 per Private Warrant, with each Private Warrant being exercisable for one share of Common Stock and with an exercise price of $11.50 per share, and (b) 6,900,000 warrants to public investors in the Public Offering (collectively, the “Public Warrants”) to purchase shares of Common Stock, with each Public Warrant being exercisable for one share of Common Stock and with an exercise price of $11.50 per share;
WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;
WHEREAS, on June 14, 2022, a business combination agreement was entered into by and among the Company, Holdco, Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (the “Target”) and Moolec Acquisition, Inc., a Delaware corporation (“Merger Sub”), as amended by that certain Amendment No. 1 to the Business Combination Agreement, dated as of November 18, 2022, as may be further amended from time to time (the “Business Combination Agreement”);
WHEREAS, Holdco, the Target and each of the Target’s shareholders (the “Target Shareholders”) have entered into those certain individual Contribution and Exchange Agreements, each dated as of June 14, 2022, as any of them may have been amended on or about the date hereof (collectively, the “Exchange Agreements”), pursuant to which the Target Shareholders will contribute their respective shares in the Target to Holdco in exchange for ordinary shares of Holdco (“Holdco Ordinary Shares”);
WHEREAS, pursuant to the Business Combination Agreement, Merger Sub will merge with and into the Company, with the Company surviving such merger as a direct wholly-owned subsidiary of Holdco (the “Merger”) and, in the context of such Merger, all Common Stock outstanding immediately prior to the Merger Effective Time (as defined in the Business Combination Agreement) shall be exchanged with Holdco for the right to receive Holdco Ordinary Shares pursuant to a share capital increase of Holdco, as set forth in the Business Combination Agreement;
WHEREAS, upon consummation of the Merger, as provided in Section 4.5 of the Existing Warrant Agreement, each of the issued and outstanding Warrants will no longer be exercisable for shares of Common Stock but instead will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended hereby) for Holdco Ordinary Shares;
WHEREAS, the board of directors of the Company has determined that the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination (as defined in Section 3.2 of the Existing Warrant Agreement);
WHEREAS, in connection with the Merger, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to Holdco and Holdco wishes to accept such assignment; and
WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any registered holders for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein or adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as the Company and the Warrant Agent may deem necessary or desirable and that the Company and the Warrant Agent deem shall not adversely affect the interest of the registered holders.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:
1. Assignment and Assumption; Consent.
1.1. Assignment and Assumption. The Company hereby assigns to Holdco all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) as of the Merger Effective Time (as defined in the Business Combination Agreement). Holdco hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising from and after the Merger Effective Time.
1.2. Consent. The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to Holdco pursuant to Section 1.1 hereof effective as of the Merger Effective Time, the assumption of the Existing Warrant Agreement by Holdco from the Company pursuant to Section 1.1 hereof effective as of the Merger Effective Time, and to the continuation of the Existing Warrant Agreement in full force and effect from and after the Merger Effective Time, subject at all times to the Existing Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant Agreement and this Agreement.
2. Amendment of Existing Warrant Agreement. The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders:
2.1. Preamble. The preamble on page one of the Existing Warrant Agreement is hereby amended by deleting “LightJump Acquisition Corporation, a Delaware corporation, with offices at 2735 Sand Hill Road, Suite 110, Menlo Park, CA 94025” and replacing it with “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”. As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to Holdco rather than the Company.
2.2. Recitals. The recitals on page one of the Existing Warrant Agreement are hereby deleted in their entirety and replaced with the following recitals:
“WHEREAS, on January 12, 2021, LightJump Acquisition Corporation (“LightJump”) received a binding commitment (“Subscription Agreement”) from LightJump One Founders, LLC (“Initial Shareholder”) to purchase up to an aggregate of 4,210,000 Warrants (the “Private Warrants”), upon consummation of the Public Offering (as defined herein); and
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WHEREAS, LightJump consummated an initial public offering (the “Public Offering”) of 12,000,000 units, each such unit comprised of one share of common stock of LightJump, par value $.0001 per share (“Common Stock”), and one-half of one warrant, where each warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described herein, and, in connection therewith, issued and delivered 6,900,000 warrants (“Public Warrants” and together with the Private Warrants, the “SPAC Warrants”) to the public investors in connection with the Public Offering; and
WHEREAS, LightJump has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1, as amended, File Nos. 333-251435 and 333-251960 (the “Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Public Warrants; and
WHEREAS, LightJump, the Company, Moolec Acquisition, Inc., a Delaware corporation (“Merger Sub”), and Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (the “Target”), are parties to that certain Business Combination Agreement, dated as of June 14, 2022 (as amended and/or restated from time to time, the “Business Combination Agreement”), which, among other things, provides for the merger of Merger Sub with and into LightJump with LightJump surviving such merger as a wholly owned subsidiary of the Company (the “Merger”), and, as a result of the Merger, all Common Stock shall be exchanged for the right to receive ordinary shares of the Company (“Company Ordinary Shares”); and
WHEREAS, on or about the closing of the business combination, pursuant to the terms of the Business Combination Agreement, the Company, LightJump and the Warrant Agent entered into an Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”), pursuant to which LightJump assigned its rights and obligations under this Agreement to the Company and the Company assumed LightJump’s right and obligations under this Agreement from LightJump; and
WHEREAS, pursuant to the Business Combination Agreement, the Warrant Assumption Agreement and Section 4.5 of this Agreement, effective as of the Merger Effective Time (as defined in the Business Combination Agreement), each of the issued and outstanding SPAC Warrants were no longer exercisable for shares of Common Stock but instead became exercisable (subject to the terms and conditions of this Agreement) for Company Ordinary Shares (each a “Warrant” and collectively, the “Warrants”); and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:”
2.3. Reference to Company Ordinary Shares. All references in the Existing Warrant Agreement (including all Exhibits thereto) to: (i) “Common Stock” shall mean “Company Ordinary Shares” with a nominal value of $0.01 per share, (ii) “stockholders” shall mean “shareholders”, (iii) “amended and restated certificate of incorporation” shall mean “articles of association”, (iv) “par value” shall mean “nominal value”, and (v) “convertible preferred stock” shall mean “convertible preferred equity certificates.”
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2.4. Form of Warrants. The first sentence of Section 2.1 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors or Chief Executive Officer.”
2.5. Detachability of Warrants. Section 2.5 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“[INTENTIONALLY OMITTED]”
Except that the defined term “Business Day” set forth therein shall be retained for all purposes of the Existing Warrant Agreement.
2.6. Post-IPO Warrants and Working Capital Warrants.
2.6.1. Section 2.6 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“2.6 Private Warrant Attributes. The Private Warrants will be issued in the same form as the Public Warrants but they (i) will be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis at the Company’s option, in either case as long as they are held by the initial purchasers or their permitted transferees (as prescribed in Section 5.6 hereof). Once a Private Warrant is transferred to a holder other than an affiliate or permitted transferee, it shall be treated as a Public Warrant hereunder for all purposes.”
2.6.2. All references to “Working Capital Warrants” in the Existing Warrant Agreement (including all Exhibits thereto) shall be deleted.
2.6.3. Section 2.7 of the Existing Warrant Agreement is hereby deleted in its entirety. All references to “Post- IPO Warrants” in the Existing Warrant Agreement (including all Exhibits thereto) shall be deleted.
2.7. Warrant Price. The last sentence of Section 3.1 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction to registered holders of the Warrants, provided further that any such reduction shall be applied consistently to all of the Warrants, and provided further that the Warrant Price shall not be less than the nominal value of the underlying Company Ordinary Shares.”
2.8. Duration of Warrants. The first sentence of Section 3.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“A Warrant may be exercised only during the period commencing on the date of the consummation of the transactions contemplated by the Business Combination Agreement (a “Business Combination”), and terminating at 5:00 p.m., New York City time on the earlier to occur of: (i) the date that is five (5) years after the date on which the Business Combination is completed, (ii) the Redemption Date as provided in Section 6.2 of this Agreement, or (iii) the liquidation of the Company (the “Expiration Date”).”
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2.9. Valid Issuance. Section 3.3.3 of the Existing Warrant Agreement is hereby deleted and replaced with the following: “All Company Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Articles of Association of the Company, following the necessary updates to the shareholder register of the Company, shall be validly issued and fully paid.”
2.10. Adjustments in Exercise Price. Section 4.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“Whenever the number of Company Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price, which shall correspond to at least the nominal value of the Company Ordinary Shares underlying the Warrant, shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Company Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Company Ordinary Shares so purchasable immediately thereafter; provided, however, that neither the Warrant Price nor the exercise price of a Warrant shall be less than the nominal value of the underlying Company Ordinary Shares.”
2.11. Private Warrants. Section 5.6 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“5.6 Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until after the consummation of the Business Combination, except for transfers (i) among the initial shareholders or to the initial shareholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to holder’s shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of the Business Combination, (vii) in connection with the consummation of the Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event that, subsequent to the consummation of the initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi) or (viii) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section and any other applicable agreement the transferor is bound by.”
2.12. Reservation of Company Ordinary Shares. Section 7.3 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“The Company shall at all times reserve and keep available an authorized share capital that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.”
2.13. Notices.
2.13.1. Section 9.2 of the Existing Warrant Agreement is hereby amended in part to change the delivery of notices to the Company to the following:
Moolec Science SA
17, Boulevard F.W. Raiffeisen,
L-2411 Luxembourg
Email: gaston@moolecscience.com
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in each case, with copies to:
Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
Attention: Matthew Poulter and Pierre-Emmanuel Perais
Email: matthew.poulter@linklaters.com and pierre-emmanuel.perais@linklaters.com
2.13.2. Section 9.2 of the Existing Warrant Agreement is hereby further amended in part to delete references to K&L Gates LLP, 10100 Santa Monica Boulevard, 8th Floor, Los Angeles, California 90067, Attn.: Leib Orlanski, Esq.
2.14. Currency. A new Section 9.11 is hereby inserted as follows:
“9.11 Currency. Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall mean U.S. dollars (USD) and all payments hereunder shall be made in U.S. dollars (USD).”
2.15. Warrant Certificate. Exhibit A to the Existing Warrant Agreement is hereby amended by deleting Exhibit A in its entirety and replacing it with a new Exhibit A attached hereto.
3. Miscellaneous Provisions.
3.1. Effectiveness of Warrant. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Exchange (as defined in the Business Combination Agreement) and the Merger and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason.
3.2. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.
3.3. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
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3.4. Applicable Law. The validity, interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereby agree that any action, proceeding or claim against a party arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
3.5. Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.
3.6. Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Signatures to this Agreement transmitted by electronic mail in PDF form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document (including DocuSign), will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures.
3.7. Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.
3.8. Reference to and Effect on Agreements; Entire Agreement.
3.8.1. Any references to “this Agreement” in the Existing Warrant Agreement will mean the Existing Warrant Agreement as amended by this Agreement. Except as specifically amended by this Agreement, the provisions of the Existing Warrant Agreement shall remain in full force and effect.
3.8.2. This Agreement and the Existing Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first above written.
| LIGHTJUMP ACQUISITION CORPORATION | ||
| By | /s/ Robert M. Bennett | |
| Name: | Robert M. Bennett | |
| Title: | Chief Executive Officer | |
| MOOLEC SCIENCE SA | ||
| By | /s/ Gastón Paladini | |
| Name: | Gastón Paladini | |
| Title: | Director | |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent | ||
| By | /s/ Erika Young | |
| Name: | Erika Young | |
| Title: | Vice President | |
[Signature Page to Assignment, Assumption and Amendment Agreement]
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FORM OF WARRANT CERTIFICATE
See attached.
|
NUMBER ________- |
(SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) |
WARRANTS |
MOOLEC SCIENCE, S.A.
| CUSIP L64875112 |
WARRANT
THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of 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) (the “Company”), expiring at 5:00 p.m., New York City time, on the five year anniversary of the consummation of the Business Combination (as such term is defined in the Warrant Agreement (defined below)) (the “Business Combination”), to purchase one fully paid ordinary share, par value $0.01 per share (“Shares”), of the Company for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the date that is thirty days after the Company’s completion of an initial Business Combination, such number of Shares of the Company at the Warrant Price (as defined below), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental Stock Transfer & Trust Company (the “Warrant Agent”), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. In no event will the Company be required to net cash settle any warrant exercise. The term “Warrant Price” as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised. The initial Warrant Price per Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant Agreement provides that upon the occurrence of certain events, the Warrant Price and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted.
No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued to such holder.
Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.
Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.
Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge.
The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
This Warrant does not entitle the registered holder to any of the rights of a shareholder of the Company.
The Company reserves the right to call the Warrant at any time prior to its exercise with a notice of call in writing to the holders of record of the Warrant, giving at least 30 days’ notice of such call, at any time while the Warrant is exercisable, if the last sale price of the Shares has been at least $18.00 per share (the “Redemption Trigger Price”) on each of 20 trading days within any 30 trading day period (the “30-day trading period”) commencing after the Warrants become exercisable and ending on the third business day prior to the date on which notice of such call is given and if, and only if, there is a current registration statement in effect with respect to the Shares underlying the Warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption. The call price of the Warrants is to be $0.01 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $0.01 call price.
SUBSCRIPTION FORM
To Be Executed by the Registered Holder in Order to Exercise Warrants
The undersigned Registered Holder irrevocably elects to exercise Warrants represented by this Warrant Certificate, and to purchase the Ordinary Shares issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of
|
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
|
| (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) |
and be delivered to ____________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:
| Dated: _____________________ | |
| (SIGNATURE) | |
| (ADDRESS) | |
| (TAX IDENTIFICATION NUMBER) |
ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants
For Value Received, _______________________ hereby sell, assign, and transfer unto
|
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
|
|
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to _______________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
______________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint _________________________________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.
| Dated: _________________________ | |
| (SIGNATURE) |
The signature to the assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or trust company or a member firm of the NYSE American, Nasdaq, New York Stock Exchange, Pacific Stock Exchange, or Chicago Stock Exchange.
Exhibit 4.6
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT, dated as of December 30, 2022, (this “Agreement”), is made and entered into by and among 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 (the “Company”), LightJump One Founders, LLC, a Delaware limited liability company (“Sponsor”), each of the persons and entities listed on Exhibit A hereto (each, a “SPAC Holder” and collectively, the “SPAC Holders”), each of the persons and entities listed on Exhibit B hereto (each, an “Original Moolec Shareholder” and collectively, the “Original Moolec Shareholders”), each of the persons and entities listed on Exhibit C hereto (each, a “Moolec SAFE Holder” and collectively, the “Moolec SAFE Holders), each of the entities listed on Exhibit D hereto (each, a “Backstop Holder”), UG Holdings, LLC, a limited liability company incorporated under the laws of the state of Delaware (“UG Holdings”) and Jose López Lecube, Moolec’s Chief Financial Officer (“Moolec CFO” and collectively with the Moolec SAFE Holders, the Backstop Holders, UG Holdings and the Original Moolec Shareholders, the “Moolec Holders” and the Moolec Holders collectively with Sponsor and each SPAC Holder and any other person or entity who hereafter becomes a party to this Agreement, each a “Holder” and collectively the “Holders”).
RECITALS
WHEREAS, the Company is party to that certain Business Combination Agreement, dated as of June 14, 2022, as amended by that certain amendment dated November 18, 2022 and as may be further amended from time to time (the “BCA”), by and among the Company, LightJump Acquisition Corporation, a Delaware corporation (“SPAC”), Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (“Moolec”) and Moolec Acquisition, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, among other things, on or about the date hereof, Merger Sub will merge with and into SPAC (with SPAC being the surviving entity and a direct wholly-owned subsidiary of the Company) in exchange for SPAC’s shareholders receiving ordinary shares in the Company (the “Ordinary Shares”);
WHEREAS, the Company, Moolec, SPAC, Sponsor, the Backstop Holders and UG Holdings are party to that certain Backstop Agreement, dated as of June 14, 2022, pursuant to which UG Holdings is entitled to receive 1,035,000 shares of common stock of SPAC prior to the closing of the transactions contemplated by the BCA and the Backstop Holders are entitled to receive ordinary shares in the Company following the closing of the transactions contemplated by the BCA;
WHEREAS, the Company is a party to those certain Contribution and Exchange Agreements, dated as of June 14, 2022, as amended by those certain amendments dated December 28, 2022, and as may be further amended from time to time, by and among the Company, Moolec and each of the Moolec Shareholders (the “Contribution and Exchange Agreements”) and that certain master contribution and exchange agreement, dated as of December 28, 2022, by and among the Company, Moolec and each of the New Shareholders (as defined in the BCA and together with the Original Moolec Shareholders, the “Moolec Shareholders”) pursuant to which, on the terms and subject to the conditions set forth therein, the Moolec Shareholders will contribute their shares of Moolec to the Company in exchange for Ordinary Shares (the “Exchange”), with Moolec becoming a wholly-owned subsidiary of the Company following the consummation of such exchanges;
WHEREAS, Moolec is a party to those certain Simple Agreements for Future Equity, each dated as of December 28, 2021 by and between Moolec and each of the Moolec SAFE Holders (the “Moolec SAFE Agreements”), the Company is a party to those certain Simple Agreement for Future Equity, each dated December 27, 2022 by and between the Company and the Moolec SAFE Holders (the “Company SAFE Agreements”) and Moolec and the Company are party to those certain contribution and assignment agreements, each dated December 27, 2022 by and among Moolec, the Company and the Moolec SAFE Holders (the “SAFE Assignments”), pursuant to which, immediately before the consummation of the Merger (as defined below), on the terms and subject to the conditions set forth therein, each of the Moolec SAFE Holders will receive and become holders of issued and outstanding Ordinary Shares;
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WHEREAS, 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 the Company (the “Merger”) and all outstanding common stock of SPAC shall be exchanged with the Company for the right to receive Ordinary Shares pursuant to a share capital increase of the Company, on the terms and subject to the conditions set forth in the BCA;
WHEREAS, following the consummation of the Exchange and pursuant to the BCA, Moolec CFO will be allotted an aggregate number of 232,523 Ordinary Shares; and
WHEREAS, in connection with the transactions contemplated by the BCA, the Contribution and Exchange Agreements and the Moolec SAFE Agreements, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Article
I
DEFINITIONS
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any Misstatement, (b) would not be required to be made at such time if the Registration Statement were not being filed, and (c) the Company has a bona fide business purpose for not making such information public.
“Affiliate” shall mean, with respect to a specified Person, each other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified; provided that no Holder shall be deemed an Affiliate of any other Holder solely by reason of an investment in, or holding of Ordinary Shares (or securities convertible or exchangeable for share of Ordinary Shares) of, the Company. As used in this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement).
“Agreement” shall have the meaning given in the Preamble.
“Aggregate Blocking Period” shall have the meaning given in Section 2.4.
“Backstop Holder” shall have the meaning given in the Recitals hereto.
“BCA” shall have the meaning given in the Recitals hereto.
“Board” shall mean the Board of Directors of the Company.
“Change in Control” shall mean the transfer (whether by tender offer, merger, share purchase, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of outstanding voting securities of the Company (or surviving entity) or would otherwise have the power to control the board of directors of the Company or to direct the operations of the Company.
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“Claims” shall have the meaning given in subsection 4.1.1.
“Closing Date” shall mean the date of this Agreement.
“Commission” shall mean the Securities and Exchange Commission.
“Company” shall have the meaning given in the Preamble.
“Company Shelf Takedown Notice” shall have the meaning given in subsection 2.1.3.
“Contribution and Exchange Agreements” shall have the meaning given in the Recitals hereto.
“Demand Registration” shall have the meaning given in subsection 2.2.1.
“DR Demanding Holders” shall mean the applicable Holders having the right to make, and actually making, a written demand for the Registration of Registrable Securities pursuant to subsection 2.2.1.
“DR Requesting Holder” shall have the meaning given in subsection 2.2.1.
“Effectiveness Deadline” shall have the meaning given in subsection 2.1.1.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“Form F-1 Shelf” shall have the meaning given in subsection 2.1.1.
“Form F-3 Shelf” shall have the meaning given in subsection 2.1.2.
“Holders” shall have the meaning given in the Preamble hereto.
“Maximum Number of Securities” shall have the meaning given in subsection 2.2.4.
“Minimum Amount” shall have the meaning given in subsection 2.1.3.
“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading.
“Moolec” shall have the meaning given in the Recitals hereto.
“Moolec CFO” shall have the meaning given in the Preamble hereto.
“Moolec Holder” shall have the meaning given in the Preamble hereto.
“Moolec Holder Lock-Up Ordinary Shares” shall have the meaning given in subsection 5.1.2
“Moolec Holder Lock-Up Period” shall have the meaning given in subsection 5.1.2.
“Moolec SAFE Holder” shall have the meaning given in the Preamble hereto.
“Moolec Shareholder” shall have the meaning given in the Preamble hereto.
“Ordinary Shares” shall mean the ordinary shares of the Company.
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“Permitted Transferees” shall mean a person or entity to whom the Holders are permitted to Transfer such Registrable Securities prior to the expiration of the (a) SPAC Holder Lock-Up Period, with respect to the SPAC Holder Lock-Up Ordinary Shares owned by the Sponsor and SPAC Holders or (b) Moolec Holder Lock-Up Period, with respect to the Ordinary Shares owned by the Moolec Holders, pursuant to Section 5.2 of this Agreement (with respect to the Moolec Holder Lock-Up Period) and Section 5.3 of this Agreement (with respect to the SPAC Holder Lock-Up Period) and any other applicable agreement between the Holders and/or the Company, and to any transferee thereafter.
“Piggyback Registration” shall have the meaning given in subsection 2.3.1.
“Prior Agreement” shall have the meaning given in the Recitals hereto.
“Pro Rata” shall have the meaning given in subsection 2.2.4.
“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable Security” shall mean (a) any Ordinary Shares issued to a Holder pursuant to the terms of the BCA (including the Ordinary Shares issued or issuable upon the exercise of any other equity security issued to a Holder pursuant to the terms of the BCA), (b) any Warrant held by any SPAC Holder or its affiliates, including any warrants to purchase Ordinary Shares of the Company outstanding immediately after the Closing as a result of the BCA and the transactions contemplated thereunder (after giving effect to the SPAC Warrant Amendment and Assignment (as defined in the BCA) and all securities underlying such Warrants and (c) any other equity security of the Company issued or issuable with respect to any such Ordinary Share referred to in the foregoing clause (a) or such Warrants or securities referred to in the foregoing clause (b) by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
| (a) | all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed; |
| (b) | fees and expenses of compliance with securities or blue-sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities); |
| (c) | printing, messenger, telephone, delivery and road show or other marketing expenses; |
| (d) | reasonable fees and disbursements of counsel for the Company; |
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| (e) | reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and |
| (f) | reasonable fees and expenses of one (1) legal counsel selected by (i) the majority-in-interest of the DR Demanding Holders initiating a Demand Registration, (ii) the majority-in-interest of the SUO Demanding Holders initiating a Shelf Underwritten Offering, or (iii) the majority-in-interest of participating Holders under Section 2.3 if the Registration was initiated by the Company for its own account or that of a Company shareholder other than pursuant to rights under this Agreement, in each case to be registered for offer and sale in the applicable Registration. |
“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.
“Shelf Takedown Notice” shall have the meaning given in subsection 2.1.3.
“Shelf Underwritten Offering” shall have the meaning given in subsection 2.1.3.
“SPAC” shall have the meaning given in the Recitals hereto.
“SPAC Holder” shall have the meaning given in the Preamble hereto.
“SPAC Holder Lock-Up Period” shall have the meaning given in subsection 5.1.1.
“SPAC Holder Lock-Up Ordinary Shares” shall have the meaning given in subsection 5.1.1.
“Sponsor” shall have the meaning given in the Preamble hereto.
“SUO Demanding Holders” shall mean the applicable Holders having the right to make, and actually making, a written demand for a Shelf Underwritten Offering of Registrable Securities pursuant to subsection 2.1.3.
“SUO Requesting Holder” shall have the meaning given in subsection 2.1.3.
“Transfer” shall mean to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any interest owned by a person or any interest (including a beneficial interest) in, or the ownership, control or possession of, any interest owned by a person.
“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.
“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
“Warrants” shall mean the private and public warrants of the Company.
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Article
II
REGISTRATIONS
2.1 Shelf Registration.
2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).
2.1.2 The Company shall use its reasonable best efforts to convert the Form F-1 Shelf filed pursuant to subsection 2.1.1 to a shelf registration statement on Form F-3 (a “Form F-3 Shelf”) as promptly as practicable after the Company is eligible to use a Form F-3 Shelf and have the Form F-3 Shelf declared effective as promptly as practicable and to cause such Form F-3 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities.
2.1.3 At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or subsection 2.1.2, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided that such Holder(s) reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $10,000,000 from such Shelf Underwritten Offering (such amount of Registrable Securities, as applicable, the “Minimum Amount”). All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Shelf Underwritten Offering (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Shelf Underwritten Offering, a “SUO Requesting Holder”) shall so notify the Company of its intent to participate in such Shelf Underwritten Offering, in writing, within five (5) business days after the receipt by such Holder of the Company Shelf Takedown Notice. Upon receipt by the Company of any such written notification from a SUO Requesting Holder(s) to the Company, subject to the provisions of subsection 2.2.4, the Company shall include in such Shelf Underwritten Offering all Registrable Securities of such SUO Requesting Holder(s). The Company shall enter into an underwriting agreement in customary form for such Shelf Underwritten Offering by the Company with the managing Underwriter or Underwriters selected by the Holders after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain representations, covenants, indemnities and other rights and obligations in customary form for such Shelf Underwritten Offering by the Company. Any Shelf Underwritten Offering effected pursuant to this subsection 2.1.3 shall be counted as a Registration for purposes of the limit on the number of Registrations that can be effected under Section 2.2 hereof.
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2.2 Demand Registration.
2.2.1 Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof and provided that the Company does not have or ceases to have an effective Registration Statement pursuant to subsection 2.1.1 covering Registrable Securities, (a) the Sponsor and SPAC Holders that hold at least a majority in interest of the then-outstanding number of Registrable Securities held by the Sponsor and SPAC Holders and (b) the Moolec Holders that hold at least a majority in interest of the then-outstanding number of Registrable Securities held by the Moolec Holders may make a written demand for Registration of all or part of their Registrable Securities on (i) Form F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (ii) if available, Form F-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “DR Requesting Holder”) shall so notify the Company, in writing, within five (5) business days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a DR Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such DR Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a DR Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such DR Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the DR Demanding Holders and DR Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (a) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Sponsor and/or the SPAC Holders, and (b) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Moolec Holders, in each case under subsection 2.1.3 or this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) to be registered on behalf of the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) in such Registration have been sold, in accordance with Section 3.1 of this Agreement.
2.2.2 Effective Registration. Notwithstanding the provisions of subsection 2.2.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (a) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (b) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the DR Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days after the removal, rescission or other termination of such stop order or injunction, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration by the same DR Demand Holder becomes effective or is subsequently terminated.
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2.2.3 Underwritten Offering. Subject to the provisions of subsection 2.2.4 and Sections 2.4 and 3.4 hereof, if a majority-in-interest of the DR Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such DR Demanding Holder or DR Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.3, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the DR Demanding Holders initiating the Demand Registration.
2.2.4 Reduction of Underwritten Offering. In the event of a Demand Registration that is to be an Underwritten Offering or a Shelf Underwritten Offering, and if the managing Underwriter or Underwriters, in good faith, advises the Company and, in the case of a Demand Registration, the DR Demanding Holders and the DR Requesting Holders (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders (if any)), in writing that, in its opinion, the dollar amount or number of Registrable Securities that the DR Demanding Holders and the DR Requesting Holders (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders (if any)) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell for its own account and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the DR Demanding Holders and the DR Requesting Holders (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders (if any)) (pro rata based on the respective number of Registrable Securities that each DR Demanding Holder and DR Requesting Holder (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders (if any)) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the DR Demanding Holders and DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Ordinary Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
2.2.5 Demand Registration Withdrawal. A DR Demanding Holder or a DR Requesting Holder in the case of a Demand Registration (or a SUO Demanding Holder or a SUO Requesting Holder in the case of a Shelf Underwritten Offering) shall have the right to withdraw all or a portion of its Registrable Securities included in a Demand Registration pursuant to subsection 2.2.1 or a Shelf Underwritten Offering pursuant to subsection 2.1.3 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to so withdraw at any time prior to (a) in the case of a Demand Registration not involving an Underwritten Offering or a Shelf Underwritten Offering, the effectiveness of the applicable Registration Statement or (b) in the case of any Demand Registration involving an Underwritten Offering or any Shelf Underwritten Offering, prior to the pricing of such Underwritten Offering or Shelf Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the DR Demanding Holders initiating a Demand Registration (or in the case of a Shelf Underwritten Offering, withdrawal of an amount of Registrable Securities included by the Holders in such Shelf Underwritten Offering, in their capacity as SUO Demanding Holders, being less than the Minimum Amount), the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. The Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or a Shelf Underwritten Offering prior to and including its withdrawal under this subsection 2.2.5; provided, that upon withdrawal by a majority-in-interest of the DR Demanding Holders initiating a Demand Registration (or in the case of a Shelf Underwritten Offering, withdrawal of an amount of Registrable Securities included by the Holders in such Shelf Underwritten Offering, in their capacity as SUO Demanding Holders, being less than the Minimum Amount), such Registration shall be counted towards the limit on Registrations set forth in subsection 2.2.1.
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2.3 Piggyback Registration.
2.3.1 Piggyback Rights. If, at any time on or after the date the Company consummates the transactions contemplated by the BCA, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company, other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition involving the Company, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) describe such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within ten (10) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company or Company shareholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company or Company shareholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Registrable Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3).
2.3.2 Reduction of Piggyback Registration. If a Piggyback Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that, in its opinion, the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (a) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which registration has been requested pursuant Section 2.3 hereof, and (c) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
2.3.2.1 if the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (a) first, the Ordinary Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.3.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and
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2.3.2.2 if the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (a) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.3.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Ordinary Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
2.3.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw all or any portion of its Registrable Securities in a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration prior to (a) in the case of a Piggyback Registration not involving an Underwritten Offering or Shelf Underwritten Offering, the effectiveness of the applicable Registration Statement or (b), in the case of any Piggyback Registration involving an Underwritten Offering or any Shelf Underwritten Offering, prior to the pricing of such Underwritten Offering or Shelf Underwritten Offering. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. The Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to and including its withdrawal under this subsection 2.3.3.
2.3.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof or a Shelf Underwritten Offering effected under subsection 2.1.3.
2.4 Restrictions on Registration Rights. If (a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.2.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (b) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (c) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month period (the “Aggregate Blocking Period”). Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the (a) SPAC Holder Lock-Up Period, with respect to the SPAC Holder Lock-Up Ordinary Shares owned by the Sponsor and SPAC Holders or (b) Moolec Holder Lock-Up Period, with respect to the Ordinary Shares owned by the Moolec Holders.
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Article III
COMPANY PROCEDURES
3.1 General Procedures. If the Company is required to effect the Registration of Registrable Securities, the Company shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:
3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;
3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
3.1.4 prior to any public offering of Registrable Securities, but in any case no later than the effective date of the applicable Registration Statement, use its reasonable best efforts to (a) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and (b) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company or otherwise and do any and all other acts and things that may be necessary or advisable, in each case, to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed no later than the effective date of such Registration Statement;
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3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;
3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of any request by the Commission that the Company amend or supplement such Registration Statement or Prospectus or the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or Prospectus the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to amend or supplement such Registration Statement or Prospectus or prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued, as applicable;
3.1.8 advise each Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any Prospectus forming a part of such registration statement has been filed;
3.1.9 at least five (5) business days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel, and not to file any such Registration Statement or Prospectus, or amendment or supplement thereto, to which any such Holder or Registrable Securities shall have reasonably objected on the grounds that such Registration Statement or Prospectus or supplement or amendment thereto, does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder;
3.1.10 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event or the existence of any condition as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, and then to correct such Misstatement or include such information as is necessary to comply with law, in each case as set forth in Section 3.4 hereof, at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include a Misstatement or such Prospectus, as supplemented or amended, shall comply with law;
3.1.11 permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate in the preparation of any Registration Statement, each such Prospectus included therein or filed with the Commission, and each amendment or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business, finances and accounts of the Company and its subsidiaries with its officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders’ and such Underwriters’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act, and will cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that if requested by the Company, such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
3.1.12 obtain a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten Offering, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders and any Underwriter;
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3.1.13 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders and any Underwriter;
3.1.14 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;
3.1.15 otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and to make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations thereunder, including Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);
3.1.16 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $10,000,000 its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.17 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, including causing the officers and directors of the Company to enter into customary “lock-up agreements,” in connection with such Registration.
3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
3.3 Participation in Underwritten Offerings.
3.3.1 No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (a) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (b) completes and executes all customary questionnaires, power of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.
3.3.2 The Company will use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such Holder and such Holder’s intended method of distribution and any other representation required by law, and if, despite the Company’s commercially reasonable efforts, an Underwriter requires any Holder to make additional representation or warranties to or agreements with such Underwriter, such Holder may elect not to participate in such Underwritten Offering (but shall not have any claims against the Company as a result of such election). Any liability of such Holder to any Underwriter or other person under such underwriting agreement shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.
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3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for the Company believes to be necessary to comply with law (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not include a Misstatement and complies with law), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Board to be necessary for such purpose; provided, that each day of any such suspension pursuant to this Section 3.4 shall correspondingly decrease the Aggregate Blocking Period available to the Company during any twelve (12)-month period pursuant to Section 2.4 hereof. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.
3.5 Covenants of the Company. As long as any Holder shall own Registrable Securities, the Company hereby covenants and agrees at all times while it shall be a reporting company under the Exchange Act, to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Article
IV
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, partners, shareholders or members, employees, agents, investment advisors and each person who controls such Holder (within the meaning of the Securities Act and Exchange Act) from and against all losses, claims, damages, liabilities and expenses (including attorneys’ fees), joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, “Claims”), to which any such Holder or other persons may become subject, insofar as such Claims arise out of or are based on any untrue or alleged untrue statement of any material fact contained in any Registration Statement, Prospectus or preliminary Prospectus, free-writing prospectus or similar document or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such Holder or other person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Claim; except insofar as the Claim or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such filing in reliance upon and in conformity with information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act and Exchange Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
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4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, the Company may require that, as a condition to including any Registrable Securities in any Registration Statement, the Company shall have received an undertaking reasonably satisfactory to it from such Holder, to indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act and Exchange Act) from and against any Claims, to which any the Company or such other persons may become subject, insofar as such Claims arise out of or are based on any untrue statement of any material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act and Exchange Act) to the same extent as provided in the foregoing with respect to indemnification of the Company and the Company shall use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder of Registrable Securities to provide any indemnification other than that provided hereinabove in this subsection 4.1.2, and, if, despite the Company’s commercially reasonable efforts, an Underwriter requires any Holder of Registrable Securities to provide additional indemnification, such Holder may elect not to participate in such Underwritten Offering (but shall not have any claim against the Company as a result of such election).
4.1.3 Any person entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any Claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such Claim, permit such indemnifying party to assume the defense of such Claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) and which settlement includes a statement or admission of fault or culpability on the part of such indemnified party or does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, partners, shareholders or members, employees, agents, investment advisors or controlling person of such indemnified party and shall survive the Transfer of Registrable Securities.
4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Claims, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such Claims (a) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Registrable Securities or (b) if the allocation provided by clause (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above but also to reflect the relative fault of the indemnifying party or parties on the other hand in connection with the statements or omissions that resulted in such Claims, as well as any other relevant equitable considerations; provided, however, that the liability of any Holder or any director, officer, employee, agent, investment advisor or controlling person thereof under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
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4.1.6 The indemnification required by this Section 4.1 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.
4.1.7 The indemnities provided in this Section 4.1 herein shall survive the Transfer of any Registrable Securities by such Holder.
Article V
LOCK-UP
5.1 Transfer Restrictions.
5.1.1 Except as permitted by Section 5.3, the Sponsor and the SPAC Holders shall not Transfer such Ordinary Shares beneficially owned or owned of record by such Sponsor or SPAC Holder (“SPAC Holder Lock-Up Ordinary Shares”) shall not Transfer any Ordinary Shares beneficially owned or owned of record by such Sponsor or SPAC Holder until the earliest of: (i) the date that is 365 days from the date hereof, which, for the avoidance of doubt, shall not be a date prior to the consummation of the business combination between SPAC and Merger Sub under the terms of the BCA, and (ii) such date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property, provided that if the share price of Ordinary Shares exceeds $12.00 per 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 Sponsor and the SPAC Holders may Transfer up to 50% of the SPAC Holder Lock-Up Ordinary Shares; and except as permitted by Section 5.3, the Sponsor and the SPAC Holders shall not Transfer such Warrants beneficially owned or owned of record by such Sponsor or SPAC Holder until the date that is 30 days from the date hereof, which for the avoidance of doubt, shall not be a date prior to the consummation of the business combination between SPAC and Merger Sub under the terms of the BCA (the “SPAC Holder Lock-Up Period”).
5.1.2 Except as permitted by Section 5.2, the Moolec Holders shall not Transfer any Ordinary Shares beneficially owned or owned of record by such Moolec Holder (the “Moolec Holder Lock-Up Ordinary Shares”) until the earliest of: (i) the date that is 365 days from the date hereof, which, for the avoidance of doubt, shall not be a date prior to the consummation of the business combination between SPAC and Merger Sub under the terms of the BCA, and (ii) such date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property, provided that if the share price of Ordinary Shares exceeds $12.00 per 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 Moolec Holders may Transfer up to 50% of the Moolec Holder Lock-Up Ordinary Shares (the “Moolec Holder Lock-Up Period”). For the avoidance of doubt, the Ordinary Shares to be held by the Round-Lot Holders (as defined in the BCA) shall not be subject to this section 5.1.2.
5.2 Moolec Holder Lock-Up Period Exceptions. The provisions of subsections 5.1.2 shall not apply to:
5.2.1 transactions relating to Ordinary Shares acquired by the Holders in open market transactions;
5.2.2 Transfers of Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares as a bona fide gift or gifts, or to a charitable organization;
5.2.3 if the Holder is an individual, Transfers of Ordinary Shares to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of such Holder or any other person with whom such Holder has a relationship by blood, marriage or adoption not more remote than first cousin;
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5.2.4 if the Holder is an individual, Transfers by will or intestate succession upon the death of such Holder;
5.2.5 the Transfer of Ordinary Shares by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement;
5.2.6 if the Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (i) Transfers to another corporation, partnership, limited liability company, trust, syndicate, association or other business entity that controls, is controlled by or is under common control or management with the Holder, and (ii) distributions of Ordinary Shares to its partners, limited liability company members, equity holders or shareholders of the Holder;
5.2.7 Transfers (i) to the Company or the Company’s officers, directors or their affiliates and (ii) to the officers, directors or affiliates of the undersigned;
5.2.8 bona fide pledges of Ordinary Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by any Holder, provided that the aggregate number of Ordinary Shares that can be pledged by any Holder cannot exceed 25% of the total Ordinary Shares beneficially owned by such Holder; provided, further, that any Holder who is subject to any pre-clearance and trading policies of the Company must also comply with any additional restrictions on the pledging of Ordinary Shares imposed on such Holder by the Company’s policies;
5.2.9 pursuant to a bona fide third-party tender offer, merger, share sale, recapitalization, consolidation or other transaction involving a Change in Control of the Company, provided that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Ordinary Shares subject to this Agreement shall remain subject to this Agreement;
5.2.10 the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the transfer of Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares during the SPAC Holder Lock-Up Period and the Moolec Holder Lock-Up Period, as applicable; or
5.2.11 transactions related to any Ordinary Shares held by any Moolec Holders that are also Backstop Holders, if such Ordinary Shares were acquired by the Backstop Holders pursuant to the terms of Section 1.01(d) of the Backstop Agreement;
provided, that in the case of any Transfer or distribution pursuant to subsections 5.2.2 through 5.2.7 each donee, distributee or other transferee shall agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the provisions of this Agreement.
5.3 SPAC Holder Lock-Up Period Exceptions. The provisions of subsection 5.1.1 shall not apply to:
5.3.1 Transfers to the Company, Sponsor, the SPAC Holders and SPAC’s officers, directors, employees, consultants or their affiliates;
5.3.2 Transfers to the stockholders, partners or members of any of the Sponsor or the SPAC Holders upon such Sponsor’s or SPAC Holder’s liquidation;
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5.3.3 Transfers by bona fide gift to a member of any Sponsor’s or SPAC Holder’s immediate family or to a trust, the beneficiary of which is the relevant Sponsor or SPAC Holder, or a member of the Sponsor’s or the SPAC Holder’s immediate family for estate planning purposes;
5.3.4 Transfers by virtue of the laws of descent and distribution upon death of a SPAC Holder; or
5.3.5 Transfers pursuant to a qualified domestic relations order binding on the Sponsor or the SPAC Holders.
provided, that in the case of any Transfer or distribution pursuant to subsections 5.3.1 through 5.3.5, each donee, distributee or other transferee shall agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the provisions of this Agreement.
Article
VI
MISCELLANEOUS
6.1 Notices. Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier service providing evidence of delivery, or (c) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg Attention: Jose López Lecube, Chief Financial Officer Email: jose@moolecscience.com and, if to any Holder, at such Holder’s address or electronic mail address as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.
6.2 Assignment; No Third Party Beneficiaries.
6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.
6.2.2 Prior to the expiration of the (a) SPAC Holder Lock-Up Period, with respect to the SPAC Holder Lock-Up Ordinary Shares owned by the Sponsor and SPAC Holders or (b) Moolec Holder Lock-Up Period, with respect to the Ordinary Shares owned by the Moolec Holders, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except as permitted in Section 5.2 or Section 5.3, as applicable, of this Agreement. For the avoidance of doubt, the duties and obligations of each Moolec Holder hereunder (including those rights that are personal to such Moolec Holder) may be assigned or transferred in whole or in part to one or more affiliates or any direct or indirect partners, member or equity holders of such Holder (it being understood that no such transfer shall reduce any rights of such Moolec Holder or such transferee) including when transferred in accordance with the terms of subsection 5.2.6.
6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the applicable Holders, which shall include Permitted Transferees.
6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 6.2 hereof.
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6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (a) written notice of such assignment as provided in Section 6.1 hereof and (b) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any Transfer or assignment made other than as provided in this Section 6.2 shall be null and void.
6.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
6.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF DELAWARE.
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
6.5 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of Ordinary Shares, in a manner that is adverse and different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
6.6 Other Registration Rights. Other than pursuant to the terms of the Subscription Agreements, the Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions among the parties thereto and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
6.7 Term. This Agreement shall terminate upon the date as of which all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)). The provisions of Article IV shall survive any termination.
[Signature Pages Follow]
19
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
| COMPANY: | ||
| Moolec Science SA | ||
| By: | /s/ Gastón Paladini | |
| Name: | Gastón Paladini | |
| Title: | Authorized Signatory | |
[Signature Page to Registration Rights and Lock-Up Agreement]
| SPONSOR: | ||
| LightJump One Founders | ||
| By: | /s/ Robert M. Bennett | |
| Name: | Robert M. Bennett | |
| Title: | Authorized Signatory | |
[Signature Page to Registration Rights and Lock-Up Agreement]
| SPAC HOLDERS: | ||
| By: | /s/ Robert M. Bennett | |
| Name: | Robert M. Bennett | |
[Signature Page to Registration Rights and Lock-Up Agreement]
| MOOLEC SHAREHOLDERS: | ||
| BG Farming Technologies Ltd. | ||
| By: | /s/ Gastón Paladini | |
| Name: | Gastón Paladini | |
| Title: | Director | |
| Union Group Ventures Ltd. | ||
| By: | /s/ Oscar León Bentancor | |
| Name: | Oscar León Bentancor | |
| Title: | Sole Director | |
| Bioceres Crop Solutions Corp. | ||
| By: | /s/ Federico Trucco | |
| Name: | Federico Trucco | |
| Title: | CEO and President | |
[Signature Page to Registration Rights and Lock-Up Agreement]
| MOOLEC SAFE HOLDERS: | ||
| THEO I SCSp | ||
| By: | /s/ Gloria Montaron Estrada | |
| Name: | Gloria Montaron Estrada | |
| Title: | Attorney-in-Fact | |
| Serenity Traders LTD. | ||
| By: | /s/ Mauricio Zachrisson | |
| Name: | Mauricio Zachrisson | |
| Title: | Director | |
[Signature Page to Registration Rights and Lock-Up Agreement]
| MOOLEC CFO | ||
| Jose López Lecube | ||
| By: | /s/ Jose López Lecube | |
| Name: | Jose López Lecube | |
[Signature Page to Registration Rights and Lock-Up Agreement]
| UG Holdings, LLC | ||
| By: | /s/ Kyle P. Bransfield | |
| Name: | Kyle P. Bransfield | |
| Title: | Member | |
[Signature Page to Registration Rights and Lock-Up Agreement]
| Backstop Holders: | ||
| THEO I SCSp | ||
| By: | /s/ Gloria Montaron Estrada | |
| Name: | Gloria Montaron Estrada | |
| Title: | Attorney-in-Fact | |
| Union Group Ventures Limited | ||
| By: | /s/ Oscar León Bentancor | |
| Name: | Oscar León Bentancor | |
| Title: | Sole Director | |
[Signature Page to Registration Rights and Lock-Up Agreement]
EXHIBIT A
List of SPAC Holders
| Name |
| Robert M. Bennett |
EXHIBIT B
List of Moolec Shareholders
| Name |
| BG Farming Technologies Ltd. |
| Union Group Ventures Ltd. |
| Bioceres Crop Solutions Corp. |
| The Biotech Company LLC |
EXHIBIT C
List of Moolec SAFE Holders
| Name |
| THEO I SCSp |
| Serenity Traders LTD. |
[Signature Page to Registration Rights and Lock-Up Agreement]
EXHIBIT D
Backstop Holders
| Name |
| THEO I SCSp |
| Union Group Ventures Limited |
[Signature Page to Registration Rights and Lock-Up Agreement]
Exhibit 4.8
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (this “MOU”) is entered into as of December 30, 2022 by the undersigned in connection with that certain Backstop Agreement (the “Backstop Agreement”), dated as of June 14, 2022, by and among (i) LightJump One Founders, LLC, a Delaware limited liability company (“Sponsor”) (ii) Union Group Ventures Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“UGVL”), (iii) Theo I SCSp, a special limited partnership (société en commandite spéciale) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 30, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies (registre de commerce et des sociétés) under number B 257706 (“Theo”, and together with UGVL, “Owners”), (iv) LightJump Acquisition Corporation (“SPAC”), a Delaware corporation, (v) Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (“Target”), (vi) 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 (vii) UG Holdings, LLC, a limited liability company incorporated under the laws of the state of Delaware (“UG Holdings”). All capitalized terms used herein but not otherwise defined herein shall have the meanings used in the Backstop Agreement.
| 1. | Notwithstanding anything to the contrary in the Backstop Agreement, each of Parties hereby agree and acknowledge to the following: |
| a. | Sponsor is making the Election with respect to the full amount of its Contribution Commitment and Sponsor shall not be funding any cash amounts to any person under the Backstop Agreement; |
| b. | None of the funding under the Backstop Agreement was intended for SPAC and, as such, none of the Owners or Sponsor shall be obligated to fund any amounts to SPAC under the Backstop Agreement and the obligation of the Owners and Sponsor shall be to contribute funds to Holdco in connection with the Business Combination, in order to permit Holdco to, among other things, make the funding required by that certain Agreement on Funds Flow entered into in connection with the Business Combination, dated as of the date hereof, by and among the parties thereto. The Parties acknowledge that the Owners will be contributing cash to Holdco in accordance with Section 1.01(c)(i) and will not be arranging for any commitments pursuant to Section 1.01(c)(ii) or Section 1.01(c)(iii). |
| c. | Specifically, in satisfaction of the Owner’s and Sponsor’s obligations under Section 1.01 and Section 1.02, the Parties are taking the following actions at the Closing: |
| i. | Theo is contributing $4,005,520 to Holdco and in exchange therefore, Theo is receiving 400,552 newly issued Ordinary Shares of Holdco and Sponsor is transferring 200,276 shares of SPAC Common Stock to Theo; |
| ii. | UGVL is contributing $4,005,520 to Holdco and in exchange therefore, UGVL is receiving 400,552 newly issued Ordinary Shares of Holdco and Sponsor is transferring 200,276 shares of SPAC Common Stock to UGVL; |
| iii. | UG Holdings, LLC has received 1,035,000 shares of SPAC Common Stock from Sponsor; |
(iii) Article IV of the Backstop Agreement shall apply to the agreements made in this MOU, mutadis mutandis.
-[Signature page follows]-
Acknowledged and Agreed:
| Union Group Ventures Limited | ||
| By: | /s/ Oscar Alejandro León Bentancor | |
| Name: | Oscar Alejandro León Bentancor | |
| Title: | Sole Director | |
| Theo Partners S.á r.l | ||
| on behalf of THEO I SCSp as its general partner | ||
| By: | /s/ Federico Trucco | |
| Name: | Federico Trucco | |
| Title: | Director | |
| By: | /s/ Guillermo Reekstin | |
| Name: | Guillermo Reekstin | |
| Title: | Director | |
| LightJump One Founders, LLC | ||
| By: | /s/ Robert M. Bennett | |
| Name: | Robert M. Bennett | |
| Title: | Chief Executive Officer | |
| LightJump Acquisition Corporation | ||
| By: | /s/ Robert M. Bennett | |
| Name: | Robert M. Bennett | |
| Title: | Chief Executive Officer | |
| Moolec Science Limited | ||
| By: | /s/ Gastón Paladini | |
| Name: | Gastón Paladini | |
| Title: | Director | |
| Moolec Science SA | ||
| By: | /s/ Gastón Paladini | |
| Name: | Gastón Paladini | |
| Title: | Director | |
| UG Holdings, LLC | ||
| By: | /s/ Kyle P. Bransfield | |
| Name: | Kyle P. Bransfield | |
| Title: | Member | |
Exhibit 99.1
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Defined terms included below have the same meaning as terms defined and included elsewhere in the Shell Company Report on Form 20-F of which this exhibit forms a part (the “Report”).
Introduction
The Company is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Transactions.
The following unaudited pro forma condensed combined statements of financial position as of June 30, 2022, combines the historical unaudited consolidated balance sheet of LightJump as of June 30, 2022, with the historical audited consolidated balance sheet of Moolec as of June 30, 2022, giving pro forma effect to the Business Combination, as if it had occurred as of June 30, 2022.
The following unaudited pro forma condensed combined statements of operations for the year ended June 30, 2022, combine the historical statement of operations of LightJump for the twelve-month period ended June 30, 2022 using its unaudited consolidated statements of operations for the six-month period ended June 30, 2022, added with its audited consolidated statements of operations for the fiscal year ended December 31, 2021, net of its unaudited consolidated statements of operations for the six-month period ended June 30, 2021, and the historical audited consolidated statements of operations of Moolec for year ended June 30, 2022, giving pro forma effect to the Business Combination as if it had occurred on July 1, 2021, the beginning of the earliest period presented.
The unaudited pro forma condensed combined statement of financial position as of June 30, 2022 has been derived from:
| ● | the historical unaudited financial statements of LightJump as of June 30, 2022 and the related notes thereto included in the Form F-4 in the section entitled “Index to the Financial Statements” which is incorporated herein by reference; and |
| ● | the historical audited consolidated financial statements of Moolec as of June 30, 2022 and the related notes thereto included in the Form F-4 in the section entitled “Index to the Financial Statements” which is incorporated herein by reference. |
The unaudited pro forma condensed combined statements of operations have been derived from:
| ● | the historical audited financial statements of LightJump for the year ended December 31, 2021 and the related notes thereto included in the Form F-4 in the section entitled “Index to the Financial Statements” which is incorporated herein by reference; |
| ● | the historical unaudited financial statements of LightJump as of and for the six months ended June 30, 2022 and 2021 and the related notes thereto included in the Form F-4 in the section entitled “Index to the Financial Statements” which is incorporated herein by reference; and |
| ● | the historical audited consolidated financial statements of Moolec as of and for the year ended June 30, 2022 and the related notes thereto included in the Form F-4 in the section entitled “Index to the Financial Statements” which is incorporated herein by reference. |
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as in effect on the date of this Report which incorporates requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”).
This information should be read together with the consolidated financial statements of Moolec and its related notes and LightJump’s financial statements and related notes, “Moolec Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “LightJump Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included in the Form F-4.
1
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
for the twelve-month period ended JUNE 30, 2022
(In thousands of United States Dollars)
| Moolec (Historical) |
Light Jump |
Transaction Accounting Adjustments |
Pro Forma Combined |
||||||||||||||
| Continuing operations | |||||||||||||||||
| Research and development expense | (985 | ) | — | — | (985 | ) | |||||||||||
| Sales and marketing expense | (105 | ) | — | — | (105 | ) | |||||||||||
| Administrative expense | (2,523 | ) | — | (4,046 | ) | (2) | (6,569 | ) | |||||||||
| Other operating expense | (39 | ) | (2,653 | ) | (48,269 | ) | (1) | (50,961 | ) | ||||||||
| Loss from operations | (3,652 | ) | (2,653 | ) | (52,315 | ) | (58,620 | ) | |||||||||
| Finance results | (875 | ) | 7,784 | 860 | 7,575 | ||||||||||||
| (194 | ) | (4) | |||||||||||||||
| Profit/(Loss) before Income tax | (4,527 | ) | 5,131 | (51,649 | ) | (51,049 | ) | ||||||||||
| Income tax | — | (4 | ) | — | (4 | ) | |||||||||||
| Total profit/(loss) for the period | (4,527 | ) | 5,127 | (51,649 | ) | (51,049 | ) | ||||||||||
| Basic and diluted profit/(loss) per share | (0.09 | ) | 1.44 | (1.36 | ) | ||||||||||||
Notes:-
| (a) | See “Notes to Unaudited Pro Forma Condensed Combined Financial Information — GAAP to IFRS conversion of LightJump’s financial information as of June 30, 2022 and for the year ended June 30, 2022.” |
| (b) | The twelve-month period ended June 30, 2022 for LightJump was calculated using its Consolidated Statements of Operations for the six-month period ended June 30, 2022, added with its Consolidated Statements of Operations for the fiscal year ended December 31, 2021, net of its Consolidated Statements of Operations for the six-month period ended June 30, 2021. |
2
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENTS OF FINANCIAL POSITION
AS OF JUNE 30, 2022
(In thousands of United States Dollars)
| Moolec (Historical) |
Light Jump |
Transaction Accounting Adjustments |
Pro Forma Combined |
||||||||||||||
| ASSETS | |||||||||||||||||
| Non-current assets | |||||||||||||||||
| Intangible Assets | 4,599 | — | — | 4,599 | |||||||||||||
| Investment held in Trust Account | — | 138,201 | (136,212 | ) | (1) | — | |||||||||||
| (1,989 | ) | (1) | |||||||||||||||
| Fixed Assets | 9 | — | — | 9 | |||||||||||||
| Receivables from related parties | — | — | 8,070 | (7) | 8,070 | ||||||||||||
| Total non-current assets | 4,608 | 138,201 | (130,131 | ) | 12,678 | ||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents | 1,082 | 5 | 1,989 | (1) | 1,561 | ||||||||||||
| 8,011 | (2) | ||||||||||||||||
| (9,526 | ) | (3) | |||||||||||||||
| Prepayments | 2 | 222 | 935 | (3) | 1,159 | ||||||||||||
| Total current assets | 1,084 | 227 | 1,409 | 2,720 | |||||||||||||
| TOTAL ASSETS | 5,692 | 138,428 | (128,722 | ) | 15,398 | ||||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||
| Equity | |||||||||||||||||
| Share capital | 638 | 0 | (634 | ) | (5) | 4 | |||||||||||
| Share premium | 6,962 | — | 9,998 | (2) | 74,551 | ||||||||||||
| 44,709 | (4) | ||||||||||||||||
| 3,621 | (5) | ||||||||||||||||
| 1,191 | (6) | ||||||||||||||||
| 8,070 | (7) | ||||||||||||||||
| Equity settled share based payment | 839 | — | (364 | ) | (5) | 475 | |||||||||||
| Accumulated deficit | (6,834 | ) | (3,357 | ) | (199 | ) | (1) | 61,098 | ) | ||||||||
| 0 | (2) | ||||||||||||||||
| (4,046 | ) | (3) | |||||||||||||||
| (48,269 | ) | (4) | |||||||||||||||
| 1,370 | (4) | ||||||||||||||||
| 237 | (5) | ||||||||||||||||
| Total equity | 1,605 | (3,457 | ) | 15,684 | 13,932 | ||||||||||||
| Liabilities | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Accounts payable | 1,226 | 1,969 | (2,355 | ) | (3) | 840 | |||||||||||
| Other current liabilities | 1 | 300 | (300 | ) | (6) | 1 | |||||||||||
| Income tax payable | — | 4 | — | 4 | |||||||||||||
| Promissory note – related party | — | 891 | (891 | ) | (6) | — | |||||||||||
| Simply Agreement for Future Equity (“SAFE”) | 2,860 | — | (2,860 | ) | (5) | — | |||||||||||
| Total current liabilities | 4,087 | 3,164 | (6,406 | ) | 845 | ||||||||||||
| Non-Current liabilities | |||||||||||||||||
| Common stock subject to possible redemption | — | 138,000 | (136,013 | ) | (1) | — | |||||||||||
| (1,987 | ) | (2) | |||||||||||||||
| Warrant liabilities | — | 621 | — | 621 | |||||||||||||
| Total Non-Current liabilities | — | 138,621 | (138,000 | ) | 621 | ||||||||||||
| TOTAL LIABILITIES | 4,087 | 141,785 | (144,406 | ) | 1,466 | ||||||||||||
| TOTAL LIABILITIES AND EQUITY | 5,692 | 138,428 | (128,722 | ) | 15,398 | ||||||||||||
Note:-
| (a) | See “Notes to Unaudited Pro Forma Condensed Combined Financial Information — GAAP to IFRS conversion of LightJump’s financial information as of June 30, 2022 and for the year ended June 30, 2022.” |
See accompanying notes to the unaudited pro forma condensed combined financial information.
3
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Description of Business Combination
On December 30 , 2022 (the “Closing Date”), the Company consummated the transactions contemplated by that previously announced business combination agreement dated as of June 14, 2022, by and among LightJump Acquisition Corporation, a Delaware corporation (“LightJump” or the “SPAC”), Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (“Moolec”), the Company, and Moolec Acquisition, Inc., a Delaware corporation (“Merger Sub”), as amended by that certain amendment No. 1 to the business combination agreement dated as of November 18, 2022 by and among LightJump, Moolec, the Company and Merger Sub (the “Business Combination Agreement”). Capitalized terms used in this section but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
On or before the Closing Date, pursuant to the Business Combination Agreement and related agreements:
| ● | all the issued Moolec Ordinary Shares held by Company Shareholders were transferred and for purposes of the 1915 Law, contributed in kind to the Company, free and clear of all Liens (other than the Moolec Shareholders’ Agreements Liens that have expired on or prior to the Closing Date), and Moolec Shareholders as well as the other Company Shareholders subscribed for and, as consideration for the contribution, were issued, in accordance with the Exchange Ratio (save that the Company Ordinary Shares to be issued were reduced by the number of Company Ordinary Shares already held by Moolec Shareholders immediately prior to the Exchange), being a total of 32,500,000 Company Ordinary Shares. For Luxembourg law purposes, a Luxembourg independent auditor (réviseur d’entreprises) of the Company issued a report on the contributions in kind relating to the contribution of the Moolec Ordinary Shares prepared in accordance with article 420-10 of the 1915 Law; |
| ● | 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 substantively identical terms (mutatis mutandis) with such adjustments as required under Luxembourg law. For Luxembourg law purposes, a Luxembourg independent auditor (réviseur d’entreprises) of the Company issued a report on the contributions in kind relating to the contribution of the Original SAFEs prepared in accordance with article 420-10 of the 1915 Law; |
| ● | each 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 will be recorded as the registered holder of all Moolec Ordinary Shares so exchanged and transferred and will be the legal and beneficial owner thereof; |
| ● | immediately prior to the Merger Effective Time but after the Exchange Effective Time, each Moolec SAFE Holder subscribed for, received and became holders of issued and outstanding Company Ordinary Shares, in accordance with the respective Moolec SAFE, which included 262,260 Company 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. |
4
At the Merger Effective Time, by virtue of the Merger and the Company Requisite Approvals, subject to the Merger Auditor Report, and without any further action on the part of SPAC, Merger Sub, Company or Moolec or the holders thereunder:
| ● | each SPAC Common Stock issued and outstanding immediately prior to the Merger Effective Time, excluding those that had been redeemed subject to any redemption rights, were exchanged with the Company (which exchange, for purposes of the 1915 Law, shall include, for the avoidance of doubt, a contribution-in-kind of each such shares of SPAC Common Stock from the holders of SPAC Common Stock to Holdco), against the issue by the Company of new Company Ordinary Shares (such issuance, the “Merger Issuance”), under the authorized share capital of the Company (pursuant to the Company Delegate Merger Resolutions) and subscribed by the contributing holders of SPAC Common Stock by virtue of the Merger and in accordance with the 1915 Law for one validly issued and fully paid Company Ordinary Share (the “Merger Consideration”), delivered by the Company; |
| ● | as a result of the Merger, all SPAC Common Stock ceased to be outstanding, was cancelled 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 Effective Time, 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 Effective Time, into a right to acquire one Company Ordinary Share on substantially the same terms as were in effect immediately prior to the Merger Effective Time under the terms of the SPAC Warrant Agreement. |
Following the Merger Effective Time:
| ● | Moolec’s CFO was freely allotted the Key Staff Participation to satisfy the requirements under the CFO Consulting Agreement. |
For more information on the Business Combination, please see the section entitled “The Business Combination Agreement” included in the Form F-4.
5
Backstop Agreement
At Closing, $1,989,011 remained in the Trust Account, which triggered the obligations of the Sponsor, UGVL and Theo under the Backstop Agreement. Pursuant to the Backstop Agreement, the commitment to fund the Company of the Sponsor was $4,005,520, and the commitment to fund the Company of each of Theo and UGVL was $2,002,760. Pursuant to the Backstop Agreement, the Sponsor elected to transfer Sponsor shares of SPAC Common Stock to each of UGVL and Theo prior to the consummation of the Merger equal to the Sponsor’s commitment, with each Sponsor share of SPAC Common Stock valued at $10. Therefore, prior to the consummation of the Merger, the Sponsor transferred 200,276 shares of SPAC Common Stock to each of Theo and UGVL. Because the Sponsor elected to fulfill its obligation under the Backstop Agreement by transferring shares to each of Theo and UGVL, the required commitment to fund the Company for each of Theo and UGVL was $4,005,520. At the Closing Date, Theo and UGVL each transferred $4,005,520 to the Company and in turn, each received 400,552 newly issued Company Ordinary Shares. At the Closing Date, the parties to the Backstop Agreement entered into a Memorandum of Understanding, whereby each of the parties agreed to the terms outlined above in order to implement the Backstop Agreement.
Basis of Presentation
The adjustments presented on the pro forma combined financial statements have been identified and presented to provide an understanding of the Company upon consummation of the Business Combination for illustrative purposes.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Moolec has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.
LightJump does not meet the definition of a “business” pursuant to IFRS 3, Business Combinations, as it is an empty listed shell holding only cash raised as part of its original equity issuance. As a result, the Business Combination does not qualify as a “business combination” within the meaning of IFRS 3, Business Combinations; rather, the Business Combination will be accounted for as a capital reorganization in accordance with IFRS 2, Share-Based Payments. See “Accounting for the Business Combination” below for more details.
The pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the Company will experience. LightJump and Moolec have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
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The historical financial statements of Moolec have been prepared in accordance with IFRS as issued by the IASB and in its presentation currency of the U.S. dollar. The historical financial statements of LightJump have been prepared in accordance with GAAP in its presentation currency of the U.S. dollar. The condensed combined pro forma financial information reflects IFRS, the basis of accounting used by the registrant, the Company, and all material accounting policy differences have been identified in converting LightJump’s historical financial statements to IFRS in the pro forma section, see “— GAAP to IFRS conversion of LightJump’s financial information as of June 30, 2022 and for the year ended June 30,2022.” The adjustments presented in the selected unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of the Company after giving effect to the Business Combination. LightJump and Moolec did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The selected unaudited pro forma condensed combined financial information has been prepared considering the actual redemption rate of 93% of the remaining Public Stockholders representing 2,572,848 shares out of the total of 2,767,210 remaining after the extension amendment. The remaining Trust of $ 1,989,011 represented by the 194,362 shares remaining, was converted to cash and the Backstop Agreement was activated, which funded an additional $8,011,040 to the Company. LightJump exercised the “election” clause of the Backstop Agreement whereby the sponsor contributes shares to each of Theo and UGVL in order for them to fund the Sponsor’s portion of the Backstop, pursuant to which, the Sponsor transferred 200,276 shares to each of Theo and UGVL.
Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are an aggregate of 32,500,000 Company Ordinary Shares to be issued to Moolec shareholders, and an additional aggregate of 801,104 Company Ordinary Shares issued to each of Theo and UGVL.
After the Business Combination, applying 93% redemption by Public Stockholders of 2,572,848 Public Shares, LightJump shareholders own approximately 6.2% of the outstanding Company Ordinary Shares and the former shareholders of Moolec own approximately 88.1% of the outstanding Holdco Ordinary Shares (in each case, not giving effect to any shares issuable upon the exercise or conversion of warrants).
The pro forma adjustments do not have an income tax effect as they are either (i) incurred by legal entities that are not subject to a corporate income tax, or (ii) permanently nondeductible or nontaxable based on the laws of the relevant jurisdiction.
Accounting for the Business Combination
The Business Combination will be accounted for as a capital reorganization in accordance with IFRS. Under this method of accounting, LightJump will be treated as the “acquired” company for financial reporting purposes, and Moolec will be the accounting “acquirer.” This determination was primarily based on the assumptions that:
| ● | Moolec’s shareholders will hold a majority of the voting power of the Company; |
| ● | Moolec’s operations will substantially comprise the ongoing operations of the Company; |
| ● | Moolec’s designees are expected to comprise a majority of the governing body of the Company; and |
| ● | Moolec’s senior management will comprise the senior management of the Company. |
Another determining factor was that LightJump does not meet the definition of a “business” pursuant to IFRS 3, Business Combinations, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization. The net assets of LightJump will be stated at historical cost, with no goodwill or other intangible assets recorded. The deemed costs of the shares issued by Moolec, which represents the fair value of the shares that Moolec would have had to issue for the ratio of ownership interest in the Combined Company to be the same as if the Business Combination had taken the legal form of Moolec acquiring shares of LightJump, in excess of the net assets of LightJump will be accounted for as stock-based compensation under IFRS 2 Share-based payment.
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GAAP to IFRS conversion of LightJump’s financial information as of June 30, 2022 and for the year ended June 30, 2022
The historical financial information of LightJump has been adjusted to give effect to the differences between GAAP and IFRS as issued by the IASB for the purposes of the unaudited pro forma condensed combined financial information. The identified adjustments to convert LightJump’s financial statements from GAAP to IFRS for purposes of the unaudited pro forma condensed combined financial information were to: (i) reclassify LightJump’s Common Stock subject to redemption to non-current financial liabilities for $138 million, and (ii) to recognize LightJump’s public warrants as non-current financial liabilities under IAS 32 (for $360 thousand as of June 30, 2022 against accumulated deficit), given that they do not meet the definition of equity under IFRS, resulting in a recognition of a $4.3 million gain in finance results within the statements of operations for the year ended June 30, 2022.
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended June 30, 2022
The pro forma adjustments, included in the unaudited pro forma condensed combined statement of operations for the twelve months ended June 30, 2022 are as follows:
| (1) | Represents the expense recognized, in accordance with IFRS 2, for the excess of the deemed costs of shares issued by Moolec over the fair value of LightJump’s identifiable net assets at the date of the Business Combination. For reference on the calculation see “— Adjustments to Unaudited Pro Forma Condensed Combined Statements of Financial Position as of June 30, 2022” below. |
| (2) | Represents the Company Transaction Expenses. |
| (3) | To reflect the elimination of finance expenses recorded in the consolidated statement of operations of Moolec for financial liabilities associated with the Company SAFEs of $0.9 million. |
| (4) | To reflect the elimination of interest income on marketable securities held in the Trust Account. |
The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the Business Combination was closed as of July 1, 2021. The pro forma loss per share is calculated based on pro forma net loss divided by the weighted average pro forma basic and diluted number of shares. The pro forma diluted loss per share does not consider the impact of securities other than the ordinary shares as such other securities would be anti-dilutive due to the pro forma net loss position, and thus pro forma basic and diluted loss per share are the same value.
The unaudited pro forma condensed combined financial information has been prepared assuming the actual level of redemption of Public Shares:
| Weighted average shares outstanding – basic and diluted | ||||
| Moolec Shareholders | 32,500,000 | |||
| LightJump Public Shareholders | 194,362 | |||
| LightJump Initial Shareholders(1) | 3,570,000 | |||
| Other Shareholders(2) | 494,783 | |||
| LightJump Transferred Shares - Backstop Shareholders(3) | (400,552 | ) | ||
| Moolec Backstop Shareholders(4) | 1,201,656 | |||
| Total | 37,560,249 | |||
| __________________ |
| Notes:- |
| (1) | Includes the 1,035,000 shares of SPAC Common Stock transferred to UG Holdings. LLC pursuant to the Business Combination. |
| (2) | Includes the Company SAFE Holders and Key Staff Participation. |
| (3) | Includes shares of SPAC Common Stock transferred from Sponsor to each of UGVL and Theo pursuant to the Backstop Agreement. |
| (4) | Includes the shares of SPAC Common Stock transferred from Sponsor to each of UGVL and Theo pursuant to the Backstop Agreement and the additional Company Ordinary Shares issued to each of UGVL and Theo pursuant to the Backstop Agreement. |
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Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Position as of June 30, 2022
The pro forma notes and adjustments are as follows:
| (1) | To reflect the release of cash from marketable securities held in the Trust Account according to the 93% redemption of Public Shares and corresponding release of $2.0 million of the $27.7 million held in the Trust Account after the impact of the Extension Amendment. Further, the redemption of 2,572,848 shares of SPAC Common Stock has been reflected as a reduction of other non-current liabilities. As a result of the redemption, $26.3 million (or approximately $10.23 per share) was released from the Trust Account to pay redeeming stockholders. For more information regarding the Extension Amendment, See “Business of LightJump and Certain Information about LightJump — Overview” on the Form F-4. |
| (2) | To reclassify other liabilities related to shares of SPAC Common Stock subject to redemption to permanent equity at the closing of the Business Combination also considering the impact of the Extension Amendment. As 2,572,848 Public Shares are redeemed for cash by the holders of Public Shares and a cash amount of $26.3 million was paid to the redeeming holders of Public Shares. In addition, $8.0 million were incorporated in cash pursuant to the Backstop Agreement. |
| (3) | Reflects the transaction costs incurred by LightJump and Moolec of $4.0 million and $5.5 million, respectively. |
$1.9 million of the estimated LightJump transaction costs have been accrued as of the date of the pro forma balance sheet. The remaining amount of $2.1 million (including the EarlyBird Cash Fees of $1.0 million, is reflected as an adjustment between;
| (i) | share premium for the cost specifically attributable to the issue of new shares (using a criteria of percent of shares issued); and |
| (ii) | the remaining amount to accumulated deficit included in the Listing Cost (as noted below in (4). |
The EarlyBird Share Fees pursuant to the EarlyBird Amendment, which establishes a variable number of shares to be issued to EarlyBird, has a neutral effect because the Sponsor has agreed to forfeit to Holdco for cancellation the same number of Holdco Ordinary Shares payable to EarlyBird as the EarlyBird Share Fee.
$0.5 million of the estimated Moolec transaction costs have accrued as of the date of the pro forma balance sheet, and $0.9 million is reflected as prepaid insurance for officers and directors’ insurance. The remaining amount of $4.1 million is reflected as an adjustment to accumulated deficit.
| (4) | The listing fees adjustment connected to the LightJump merger adjustment (described above) is accounted for under IFRS 2. As the fair value of relevant service cost cannot be reliably measured directly, the fair value is measured by reference to the fair value of the equity instrument issued by Holdco (i.e., shares), which is derived from the fair value of LightJump’s shares of SPAC Common Stock. The differences in the estimated fair value of those equity instruments over the fair value of identifiable net assets of LightJump represents a service for listing of 3,570,000 new shares (at a price of $12.10 per share) and is accounted for as a share-based payment expense in accordance with IFRS 2. The cost of the service, which is a non-cash and non-recurring expense, is to be the roundup amounts of: $47.9 million calculated as follows: |
| Pro Forma Combined | ||||
| Deemed costs of shares issued by Moolec | 45.5 | |||
| Less: SPAC net assets | (2.7 | ) | ||
| IFRS 2 charge for listing services | 48.2 | |||
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The adjustment of the listing fees on accumulated deficit considers the elimination of LightJump’s net assets of $3.4 million.
| (5) | Represents the conversion of the Company SAFE in the aggregate amount of $2.9 million into 262,260 Holdco Ordinary Shares (including the positive effect on accumulated deficit of $110 thousand due to remeasurement at fair value at transaction date) and the issuance of 232,523 Company Ordinary Shares pursuant to the Key Staff Participation for $0.4 million as well as the adjustment to remove the historical share capital of Moolec and recognize the share capital of 32,500,000 shares with a par value of $0.001. |
| (6) | Represents the write-off of LightJump related party liabilities as of June 30, 2022 for $1.2 million according to the Business Combination Agreement. |
| (7) | Represents the share premium capital of the New Company Shareholders purchase of Company Ordinary Shares, which represents 1,500,000 shares of Holdco at a price of $10.00 per share according to the terms of the Exchange Agreement to be executed by the New Company Shareholders discounted at a rate of 13.2% for the defined term of 5 years. |
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