UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~ 8October 28, 2022

LIGHTJUMP ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39869	85-2402980
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

2735 Sand Hill Road, Suite 110

Menlo Park, CA 94025

(Address of Principal Executive Offices) (Zip Code)

(650) 515-3930

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock and one-half of one redeemable warrant	LJAQU	The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share	LJAQ	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	LJAQW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 7.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

As previously ~~reported~~disclosed, on June 14, 2022, LightJump Acquisition Corporation, a Delaware corporation (the “Registrant” or “SPAC”), Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (the “Company”), Moolec Science SA, a public limited liability company (société anonyme) ~~governed~~ governed by the laws of the Grand Duchy of Luxembourg with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440 (“Holdco”), and Moolec Acquisition, Inc., a Delaware corporation (“Merger Sub”) entered into a Business Combination Agreement (the “Business Combination Agreement”)., pursuant to which Merger Sub will merge with and into SPAC, with SPAC surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the “Merger,” together with the other transactions related thereto, the “Transactions”).

OnAttached ~~July~~as 8,Exhibit ~~2022, the Company issued a promissory note (the “Note”) to the sponsor of the SPAC, LightJump One Founders, LLC, a Delaware limited liability company (the “Sponsor”)~~99.1 ~~Pursuant~~ to ~~the~~ ~~Note,~~this ~~the~~Current ~~Company~~Report ~~agreed~~on toForm ~~loan~~8-K tois ~~the Sponsor up to~~ an ~~aggregate~~updated ~~principal~~investor ~~amount~~presentation ofrelating ~~$350,000 (the “Extension Funds”)~~ to ~~deposit into~~ the SPAC’s trust account (the “Trust Account”) in connection with the extension of the SPAC’s termination date from July 12, 2022 to January 12, 2023 (or such earlier date as determined by the Board) (the “Extension”)Transactions.

The ~~SPAC~~information ~~may~~set ~~draw~~forth ~~down~~in ~~from~~this Item 7.01, including the ~~Extension~~exhibit ~~Funds~~attached hereto, atshall ~~its~~not ~~discretion,~~be deemed to ~~distribute~~be tofiled ~~the~~for ~~holders~~purposes of Section 18 of the ~~public~~Exchange ~~shares~~Act, ofor ~~common~~otherwise ~~stock~~be ofsubject to the ~~SPAC~~ ~~(“Public~~liabilities ~~Shares”)~~of ~~who~~that ~~elect~~section, tonor ~~have~~shall ~~their~~they ~~shares~~be ~~redeemed~~deemed to be incorporated by reference in ~~connection~~any ~~with~~filing under the ~~consummation~~Securities ofAct or the ~~Company’s initial~~Exchange ~~business combination~~Act.

~~The~~Additional ~~Note~~Information ~~bears interest at 20.0% per annum~~ and isWhere ~~repayable~~to inFind ~~full upon the earlier of (i) the consummation of the initial business combination of the SPAC, (ii) the date of the termination of the Business Combination Agreement and (ii) January 12, 2023.~~It

~~The~~In ~~issuance~~connection with the Transactions, Holdco filed a registration statement on Form F-4 (the “Form F-4”) with the SEC which includes a proxy statement of SPAC that also constitutes a prospectus of Holdco. Each of SPAC, the ~~Note~~Company ~~was~~and ~~made~~Holdco ~~pursuant~~urge investors, shareholders and other interested persons to read the ~~exemption~~Form ~~from~~F-4, ~~registration~~including ~~contained~~the preliminary proxy statement/prospectus and amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein, as well as other documents filed with the SEC in ~~Section~~connection 4(with the Transactions, as these materials will contain important information about Holdco, the Company, SPAC and the Transactions. Such persons can also read SPAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for a~~)(2)~~ description of the ~~Securities~~security ~~Act~~holdings of ~~1933~~SPAC’s officers and directors and their respective interests as security holders in the consummation of the Transactions. When available, the definitive proxy statement/prospectus will be mailed to SPAC’s shareholders. asShareholders ~~amended~~will also be able to obtain copies of such documents, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: LightJump Acquisition Corporation, 2735 Sand Hill Road, Suite 110, Menlo Park, CA 94025.

~~Item~~Participants in ~~2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.~~Solicitation

~~The~~SPAC, ~~disclosure~~Holdco ~~contained~~and the Company and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in ~~Item~~the 1solicitation of proxies of SPAC’s shareholders in connection with the Transactions.01 Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of ~~this~~SPAC’s ~~Current~~directors and executive officers in SPAC’s Annual Report on Form 810-K isfor ~~incorporated~~the byfiscal ~~reference~~year ended December 31, 2021, which was filed with the SEC on April 12, 2022. Information regarding the persons who may, under SEC rules, be deemed participants in ~~this~~the ~~Item~~solicitation 2of proxies of SPAC’s shareholders in connection with the Transactions will be set forth in the proxy statement/prospectus for the Transactions when available.03 Information concerning the interests of SPAC’s participants in the solicitation, which may, in some cases, be different than those of SPAC’s equity holders generally, will be set forth in the proxy statement/prospectus relating to the Transactions when it becomes available.

~~Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~1

OnForward-Looking July 11, 2022, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must consummate its initial business combination from July 12, 2022 to January 12, 2023.Statements

~~The~~This ~~foregoing~~8-K ~~description~~contains iscertain ~~qualified~~forward-looking statements within the meaning of the federal securities laws, including statements regarding the benefits of the Transactions, the anticipated timing of the Transactions and the products offered by the Company and the markets in which it operates Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements also include the expected gross cash proceeds from the transaction; expected future capitalization; the expected listing of the shares of Holdco and the closing of the transaction; the growth of Holdco’s business and its ~~entirety~~ability to realize expected results; the business model of Holdco relating to any partnerships, commercial contracts, regulatory approvals or patent filings; the viability of its growth and commercial strategy; the success, cost and timing of its product development abilities; and the advantages and potential of Holdco’s technology and products, including in comparison to competing technologies and products and trends and developments in the industry. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s belief or interpretation of information currently available. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of SPAC’s securities, (ii) the risk that the transaction may not be completed by ~~reference~~SPAC’s business combination deadline, (iii) the failure to satisfy the ~~Extension~~conditions ~~Amendment~~to the consummation of the Transactions, including the adoption of the Business Combination Agreement by the shareholders of SPAC, the satisfaction of the minimum trust account amount following redemptions by SPAC’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (v) the impact of COVID-19 on the Company’s business and/or the ability of the parties to complete the Transactions; (vi) the effect of the announcement or pendency of the Transactions on the Company’s business relationships, performance, and business generally, (vii) risks that the Transactions disrupt current plans and operations of the Company and potential difficulties in the Company’s employee retention as a ~~copy~~result of the Transactions, (viii) the outcome of any legal proceedings that may be instituted against the Company, Holdco or SPAC related to the Business Combination Agreement or the Transactions, (ix) the ability to maintain the listing of SPAC’s securities on the NASDAQ Stock Market, (x) the price of SPAC’s and the post-combination company’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which the Company operates, variations in performance across competitors, changes in laws and regulations affecting the Company’s business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the Transactions, and identify and realize additional opportunities, (xii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which the Company operates, (xiii) the risk that the Company and its current and future collaborators are unable to successfully develop and commercialize the Company’s products, or experience significant delays in doing so, (xiv) the risk that the post-combination company may never achieve or sustain profitability; (xv) 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; (xvi) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations, (xvii) the risk that third-parties suppliers and manufacturers are not able to fully and timely meet their obligations; (xviii) the risk of product liability or regulatory lawsuits or proceedings relating to the Company’s products and services; (xix) the risk that the Company is ~~attached~~unable asto ~~Exhibit~~secure 3or protect its intellectual property; and (xx) the risk that the post-combination company’s securities will not be approved for listing on the NASDAQ Stock Market or if approved, maintain the listing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of SPAC’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form S-1 related to ~~hereto~~SPAC’s initial public offering, the proxy statement/prospectus discussed above and isother ~~incorporated~~documents filed by ~~reference~~SPAC ~~herein~~from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Holdco, the Company and SPAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Holdco, the Company nor SPAC gives any assurance that either Holdco, the Company or SPAC will achieve its expectations.

~~Item~~No Offer ~~5.07.~~or ~~Submission of Matters to a Vote of Security Holders.~~Solicitation

OnThis ~~July~~ 8,-K ~~2022~~is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions ~~Company~~and ~~held~~shall anot ~~special~~constitute ~~meeting~~an offer to sell or a solicitation of ~~stockholders~~an ~~(the~~offer ~~“Meeting”).~~to Atbuy the ~~Meeting~~securities of SPAC, the Company’s or Holdco, ~~stockholders~~nor ~~approved~~shall ~~the~~there ~~Extension~~be ~~Amendment~~any ~~extending~~sale ~~the~~of ~~date~~any bysuch securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the ~~Company~~securities ~~must~~laws ~~consummate~~of ~~its~~such ~~initial~~state ~~business~~or ~~combination~~jurisdiction. No offer of securities shall be made ~~from~~except ~~July~~by ~~12,~~means ~~2022~~of toa ~~January~~prospectus ~~12,~~meeting ~~2023~~the (requirements of Section 10 of the ~~“Extension~~Securities ~~Amendment~~Act, ~~Proposal”)~~or exemptions therefrom.

~~The final voting results for the Extension Amendment Proposal were as follows:~~2

For		Against		Abstain		Broker Non-Votes
11,827,386		254,342		0		0

Item 9.01. Financial Statements and Exhibits

~~Stockholders holding 11,032,790 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $110,507,220.68~~ (~~approximately $10.02 per share~~d) ~~will be removed from the Trust Account to pay such holders~~Exhibits. Following redemptions, the Company will have 2,767,210 Public Shares outstanding and the aggregate amount remaining in the Trust Account will be $27,993,797.65 (which includes an additional $276,721 contributed by the Sponsor in connection with the Extension).

~~Item~~The Exhibit ~~9.01~~Index ~~Financial~~is ~~Statements~~incorporated ~~and~~by ~~Exhibits~~reference herein.

~~(d) Exhibits.~~EXHIBIT INDEX

The following exhibits are filed with this Form 8-K:

Exhibit No.		Description
99.1		Investor Presentation of SPAC and the Company, dated October 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description of Exhibits
3.1		Amendment to Amended and Restated Certificate of Incorporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1SIGNATURE

~~SIGNATURE~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Pursuant to the requirements~~Dated: ofOctober ~~the Securities Exchange Act of 1934~~28, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2022

~~Dated~~LIGHTJUMP ACQUISITION CORP. By: ~~July~~/s/ ~~13,~~Robert ~~2022~~Bennett Name: Robert Bennett Title: Chief Executive Officer

~~LIGHTJUMP ACQUISITION CORP. By: /s/ Robert Bennett Name: Robert Bennett Title: Chief Executive Officer~~4

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