Moolec Science Ltd., a “molecular farming and food ingredient technology” company, will go public via a combination with special purpose acquisition company LightJump Acquisition Corp. in a deal that will help Moolec become the first molecular farming food tech company to be listed on Nasdaq to help expand its alternative protein offerings.
As stated in the filings, the deal sets Moolec’s pro forma equity value at $504 million. This will give the combined company approximately $138 million cash held in LightJump’s trust. LightJump has also entered into a backstop agreement and will guarantee at least $10 million upon closing.
Moolec is backed by Bioceres Crop Solutions Corp. (Nasdaq: BIOX), life sciences venture capital enterprise Theo I and private equity company Union Group. The deal has a no-shop provision.
According to the filings, Moolec is a “science-based food ingredient company” that “focuses on developing real animal proteins in plants using Molecular Farming,” which “is using plants to produce animal proteins; it uses crops like soybeans and peas. The company also has patents for its molecular farming technology. Moolec currently has two products, “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,” and is looking to expand into other areas and products.
“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,” Gastn Paladini, Chief Executive Officer and Co-Founder of Moolec, said in a press release. “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.”
Upon consummation, the combined company will be listed on Nasdaq under the “MLEC” ticker symbol. The combination would create Moolec Science SA, a new affiliate of Moolec incorporated in Luxembourg. Pursuant to the agreement, Moolec shareholders will transfer all of their shares to the combined company. LightJump will merge with a newly formed wholly owned subsidiary of the combined company and its shareholders will exchange their shares for ordinary shares and warrants of the company. As a result, Moolec and LightJump will become wholly owned subsidiaries of the new combined company.
“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,” Robert Bennett, Chief Executive Officer of LightJump Acquisition Corp., said in a press release. “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.”
The deal, announced June 15, has been approved by both companies’ respective board of directors. The deal is expected to close in the second half of the year, subject to LightJump shareholder approval and customary closing conditions.
Moolec’s legal counsel is Linklaters LLP. LightJump’s legal counsel is K&L Gates LLP and its financial advisor is EarlyBird Capital.