Moolec Science Ltd., a science-based food ingredient company, and LightJump Acquisition Corp., a publicly traded special purpose acquisition company, have agreed to a business combination that would result in Moolec Science SA, a newly-created affiliate of Moolec incorporated in Luxembourg, becoming a publicly listed company.
Moolec and U.S.-based LightJump will ultimately become wholly-owned subsidiaries of Moolec Science.
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, which operates in the U.S., Europe, and South America, said it expects to become the first molecular farming foodtech company to be listed on the Nasdaq Exchange.
Moolec uses plants to produce real animal proteins. Molecular farming enables the synthesis of real animal proteins’ DNA in any seed crop. Each protein can be selected for its ability to add value in terms of a targeted functionality trait such as clotting, taste, texture, or nutritional value. Moolec said the resulting proteins can then be used as ingredients in consumer food products providing tastier, more functional, and affordable animal-free protein alternatives.
The plants are grown through traditional farming practices that result in economies of scale through high volume production.
Products
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.
Moolec has also accelerated product development efforts to widen its technology reach, by using the two crops most broadly used as protein alternatives – soy and peas – to develop meat proteins.
In addition, Moolec’s molecular farming platform has the potential to modify and enhance other plants using animal proteins, which could create other market opportunities such as milk, egg, chicken and fish replacements, or other alternative biomaterials and cosmetics.
Addressing demand for animal proteins
“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, CEO 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, CEO 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.”
Transaction details
The business combination sets the new 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.
Current Moolec shareholders will contribute all of their shares to the company in exchange for ordinary shares of the new company, and LightJump will merge with a newly-formed wholly-owned subsidiary of the company. LightJump’s ordinary shares and warrants will be exchanged for ordinary shares and warrants of the new company. This will result in Moolec and LightJump being wholly-owned subsidiaries of the newly-formed company.
Cash proceeds raised in connection with the transaction will be used to: accelerate the commercialization of late-stage products, Chymosin and GLA; expand R&D and regulatory approval efforts for the existing product pipeline; fund team expansion and general corporate expenses; and organic and inorganic growth opportunities.
Cover image: Moolec