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>>> Moolec Science, a Pioneer in Molecular Farming and Food Ingredient Technology, to List on Nasdaq Through
Business Combination with LightJump Acquisition Corp.


https://www.lightjumpcap.com/lightjump-acquisition-corp

https://assets.website-files.com/5f31e8f1c1689c69bfacd91a/62a95642176e1519ace8eb60_Moolec_LightJump_PressRelease.pdf


• Moolec Science Ltd. (“Moolec”) and LightJump Acquisition Corp. (“LightJump”), a special purpose acquisition company, have entered into a definitive business combination agreement. The transaction sets Moolec’s proforma equity value at $504 million, assuming no redemptions from shareholders of LightJump. Upon closing, the combined company is expected to be listed on Nasdaq under the ticker symbol “MLEC”.

• Moolec, a science-based food ingredient company, focuses on developing real animal proteins in plants using Molecular Farming, a scalable, affordable, and sustainable technology which is the production of animal proteins using plants as small factories. The company’s product portfolio and pipeline leverages the agronomic efficiency of broadly used target crops, like soybeans and peas. Moolec targets the fast-growing alternative proteins market trend.

• Moolec holds a growing international patent portfolio for its Molecular Farming technology. Its first two products – plant-based dairy ingredient chymosin and nutritional oil GLA, both using safflower as a carrier crop - have achieved regulatory clearance and seed inventory scale-up activities were conducted in 2022, accelerating the development of soy and peabased products designed to replace meat.

• Moolec is backed by Nasdaq-listed Bioceres Crop Solutions Corp. (NASDAQ: BIOX), a fully integrated provider of crop productivity solutions enabling the transition to a carbon neutral agriculture; Theo I, a life sciences venture capital enterprise; and Union Group, a private equity management firm.

• Moolec expects to become the first Molecular Farming FoodTech company to be listed on Nasdaq Exchange as a category creator of the alternative protein landscape focused on this technology. The transaction is expected to close in the second half of 2022.


United Kingdom – June 15, 2022 – Moolec Science Ltd. (“Moolec Science”, “Moolec”), a sciencebased food ingredient company; and LightJump Acquisition Corp. (Nasdaq: LJAQ; “LightJump”), a publicly traded special purpose acquisition company, announced today the entry into a definitive agreement for a business combination that would result in Moolec Science SA (the “Company”), a
newly created affiliate of Moolec incorporated in Luxembourg, becoming a publicly listed company.
Pursuant to the transactions contemplated by the business combination agreement, Moolec and LightJump will ultimately become wholly-owned subsidiaries of the Company (the “Combined Company”). The transaction is expected to be completed in the second half of 2022 and upon closing the Company is expected to be listed on Nasdaq under the ticker symbol “MLEC”.

Moolec is a Molecular Farming pioneer in the new food industry that uses plants to produce real animal proteins. Molecular Farming enables the synthesis of real animal proteins’ DNA in any seed crop, carefully selecting each protein for its ability to add value in terms of a targeted functionality trait such as clotting, taste, texture, or nutritional value. The resulting proteins can then be used as ingredients in consumer food products providing tastier, more functional, and affordable animal-free protein alternatives.

Molecular Farming is unique in its ability to capitalize on the scale that extensive agriculture entails to achieve affordability. It is also cost efficient because it leverages biology, using plants and their inputs – sun, water, and soil – as small factories for the production of animal proteins. The plants are grown through traditional farming practices that result in economies of scale through high productivity volume production.

The Company´s first two products are Chymosin SPC, a bovine protein expressed in safflower that has curdling applications in the cheese industry, and gamma-linoleic acid (GLA), a nutritional oil technology sourced from Bioceres Crop Solutions. Both products have been cleared by regulatory authorities and the Company is currently ramping up seed inventories. Upon completion of corner stone milestones in these two products, Moolec has accelerated product development efforts to widen its technology reach, by using the two crops that are most broadly used as protein alternatives – soy and peas – to develop actual meat proteins.

In addition, Moolec's Molecular Farming platform has the potential to modify and enhance other plants using animal proteins, which could allow the Company to possibly consider other market opportunities. Such possible market opportunities include milk, egg, chicken and fish replacements, or other alternative biomaterials and cosmetics.

“Moolec Science is a category creator in the alternative protein landscape. Our Molecular Farming technology focuses on providing real animal proteins without using any animals, based on the genetic engineering of seeds to produce proteins the same way animals do,” said Gastón Paladini, Chief Executive Officer and Co-Founder. “As fourth generation of a family business that is one of the largest meat players in the Southern Cone, I have first-hand knowledge of the challenges faced by the industry. Moolec´s goal is to use science in food to overcome current global food security issues, building a more sustainable, resilient, and equitable food system.”

“LightJump Acquisition Corp. is excited to be partnering with Moolec Science, a FoodTech pioneer in Molecular Farming,” said Robert Bennett, Chief Executive Officer of LightJump Acquisition Corp.“We believe Moolec’s differentiated technology platform will be able to address the worldwide growing demand for animal proteins, while delivering them at a small fraction of the cost and environmental impact of existing approaches. We are committed to working alongside Moolec’s outstanding management team to support its expansion plans and its transition to becoming a
Nasdaq-listed company.”

“Bioceres Crop Solutions’ mission is to develop and bring to market technologies that can help agriculture transition towards carbon neutrality. We want to do this while increasing productivity, so that protecting our planet does not come at a cost to farmers or consumers. In this quest, we have developed unique technologies for drought tolerance and biologically enhanced nutrition, protection, and health for several major crops. Now, this is only part of the answer. Preserving resources is also about doing more with what is currently being produced, and here is where molecular farming is very powerful. Moolec is leading this life sciences’ category by engineering soybeans and other crops to directly produce key animal proteins, getting us a step closer to where we need to be,” said Federico Trucco, Bioceres Crop Solutions’ CEO.

Transaction Overview

The Moolec Science LightJump Acquisition Corp. business combination sets the Company’s proforma equity value at $504 million. As a result of the transaction, the Combined Company is expected to be funded with $138 million cash held in LightJump’s trust account, assuming no LightJump shareholders exercise their redemption rights at closing and before payment of transaction expenses. In addition, LightJump has entered into a backstop agreement with entities affiliated with Moolec to guarantee a minimum of $10 million at closing. Under the terms of the proposed transaction: (i) the current shareholders of Moolec will contribute all of their shares of Moolec to the Company in exchange for ordinary shares of the Company and
(ii) LightJump will merge with a newly formed wholly owned subsidiary of the Company and LightJump’s ordinary shares and warrants will be exchanged for ordinary shares and warrants of the Company. This will result in Moolec and LightJump being wholly owned subsidiaries of the Company. Cash proceeds raised in connection with the transaction will primarily be used to accelerate the
commercialization of late-stage products, Chymosin and GLA; expansion of R&D & Regulatory Approval efforts for the existing product pipeline; funding for team expansion and general corporate expenses; and organic & inorganic growth opportunities. The boards of directors of LightJump and Moolec have approved the proposed transaction. Completion of the proposed transaction is subject to shareholder approval of LightJump and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”). The transaction is expected to be completed in the second half of 2022.

On June 8, 2022, LightJump Acquisition Corp. filed with the SEC a preliminary proxy statement in connection with a proposal to extend the date by which LightJump must consummate a business combination.

Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by LightJump Acquisition Corp. with the SEC and available at www.sec.gov. In addition, LightJump intends to file a proxy statement/registration statement which will form part of the Form F-4 to be filed by the Company with the SEC (the “Form F-4”) and will file other documents regarding
the proposed transaction with the SEC.

Advisors

EarlyBird Capital, a boutique investment bank, acted as financial advisor to LightJump. Linklaters LLP acted as legal counsel to Moolec, and K&L Gates LLP acted as legal counsel to LightJump in the transaction.

Investor Conference Call Information

Moolec Science and LightJump Acquisition Corp. will host a joint investor conference call to discuss the proposed transaction today, June 15, 2022 at 8:30 am ET. To listen to the prepared remarks via webcast, please visit www.lightjumpcap.com/investor-conference-call-video. A replay of the call will be available at the same link as well as on LightJump Acquisition Corp.’s website at www.lightjumpcap.com through September 30, 2022, at 11:59 pm ET.

About LightJump Acquisition Corp.

LightJump is a Delaware blank check company incorporated on July 28, 2020 formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. For more information, visit www.lightjumpcap.com/lightjump-acquisition-corp.

About Moolec Science

Moolec is a science-based ingredient company focused on producing real animal proteins in plants through Molecular Farming, a disruptive technology in the alternative protein landscape. Its purpose is to upgrade taste, nutrition, and affordability of alternative protein products while building a more sustainable and equitable food system. The company’s technological approach aims to have the cost structure of plant-based solutions with the organoleptic properties and functionality of animal-based ones. Moolec’s technology has been under development for more than a decade and is known for pioneering the production of a bovine protein in a crop for the food industry. Moolec is run by a diverse team of Ph.Ds and Food Insiders, and operates in the United States, Europe, and South America. For more information, visit www.moolecscience.com.

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