Front Matter [Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section outlines forward-looking statements, detailing significant risks and uncertainties that could cause actual results to differ from projections - The report identifies several key risk factors that could impact future performance, including the ability to realize the benefits of the Business Combination, maintain the Nasdaq listing, manage growth, and successfully commercialize products[13](index=13&type=chunk)[14](index=14&type=chunk) - External factors such as the COVID-19 pandemic and the conflict between Russia and Ukraine are cited as potential risks that could adversely affect the company's business, financial condition, and operations[13](index=13&type=chunk)[16](index=16&type=chunk) - Specific operational risks mentioned include the ability to develop new products, the availability of raw materials, product development timelines, and the protection of intellectual property[13](index=13&type=chunk)[16](index=16&type=chunk) [Explanatory Note](index=7&type=section&id=Explanatory%20Note) This note details the consummation of the business combination between LightJump Acquisition Corporation and Moolec Science Limited on December 30, 2022 - The business combination was consummated on December 30, 2022, creating Moolec Science SA as the new public entity[18](index=18&type=chunk) - Significant redemptions by LightJump's public stockholders occurred prior to the merger, totaling approximately **$136.8 million** from 13,605,638 shares, leaving only **$1.99 million** in the Trust Account[20](index=20&type=chunk)[21](index=21&type=chunk) - Due to low cash in the Trust Account, a Backstop Agreement was triggered, with Union Group Ventures Limited and THEO I SCSp each contributing approximately **$4.0 million** in cash to the company[22](index=22&type=chunk)[95](index=95&type=chunk) [Defined Terms](index=9&type=section&id=Defined%20Terms) This section provides a glossary of capitalized terms used throughout the report, defining key entities, agreements, and concepts related to the business combination PART I [Item 1. Identity of Directors, Senior Management and Advisers](index=12&type=section&id=Item%201.%20Identity%20of%20Directors%2C%20Senior%20Management%20and%20Advisers) This section identifies the key personnel and advisors for the company post-business combination - The company's U.S. and Luxembourg legal counsel is Linklaters LLP[53](index=53&type=chunk) - The independent auditors for the predecessor companies were Marcum LLP for LightJump and Price Waterhouse & Co. S.R.L. for Moolec Science Limited[54](index=54&type=chunk) - The company intends to retain Price Waterhouse & Co. S.R.L. as its independent registered public accounting firm following the business combination[55](index=55&type=chunk) [Item 2. Offer Statistics and Expected Timetable](index=12&type=section&id=Item%202.%20Offer%20Statistics%20and%20Expected%20Timetable) This item is marked as not applicable [Item 3. Key Information](index=12&type=section&id=Item%203.%20Key%20Information) This section presents the company's unaudited pro forma consolidated capitalization as of June 30, 2022, giving effect to the business combination Unaudited Pro Forma Consolidated Capitalization | As of June 30, 2022 (pro forma for Business Combination) | (in thousands of USD) | | :--- | :--- | | Cash and cash equivalents | 1,561 | | Total liabilities | 1,466 | | Total equity | 13,932 | - The risk factors associated with the company are incorporated by reference from the "Risk Factors" section of the Form F-4[61](index=61&type=chunk) [Item 4. Information on the Company](index=14&type=section&id=Item%204.%20Information%20on%20the%20Company) This section provides background on Moolec Science SA, incorporated in Luxembourg solely to effectuate the business combination, with actual business conducted through its subsidiary - Moolec Science SA was incorporated on May 23, 2022, as a public limited liability company in Luxembourg for the sole purpose of the business combination[62](index=62&type=chunk) - The company itself owns no material assets and does not operate any business directly; all business is conducted through its subsidiary, Moolec[62](index=62&type=chunk)[66](index=66&type=chunk) - As a foreign private issuer, the company is subject to different SEC filing requirements than U.S. public companies, including exemption from Section 16 "short-swing" profit recovery provisions[64](index=64&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=15&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section states that the company's business is conducted through its wholly-owned subsidiary, Moolec, with detailed financial analysis incorporated by reference - The Management's Discussion and Analysis of Financial Condition and Results of Operations is incorporated by reference from the Form F-4[72](index=72&type=chunk) [Item 6. Directors, Senior Management and Employees](index=15&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) This item provides information on the company's governance and human capital, including board committee composition and executive stock option exercises Board Committee Assignments | Director | Committees | | :--- | :--- | | 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 | - The company, as a foreign private issuer, follows Luxembourg corporate governance practices for shareholder meeting quorum requirements, which differ from Nasdaq Listing Rules[76](index=76&type=chunk) - Following the business combination, certain executives, including Amit Dhingra, Henk Hoogenkamp, and Jose López Lecube, have exercised or intend to exercise a total of over **250,000 options** to purchase Ordinary Shares[80](index=80&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=17&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section discloses the beneficial ownership of the company's ordinary shares immediately following the business combination, including major shareholders and related party transactions Beneficial Ownership Post-Business Combination | Name of Beneficial Owner | Approximate Percentage of Outstanding Shares | | :--- | :--- | | **Five Percent or More Holders:** | | | BG Farming Technologies Ltd. | 38.8% | | Union Group Ventures Limited | 40.4% | | **Directors and Executive Officers:** | | | Robert M. Bennett | 14.8% | | Kyle P. Bransfield | 2.8% | | All directors and executive officers as a group (seven individuals) | 17.9% | [Item 8. Financial Information](index=19&type=section&id=Item%208.%20Financial%20Information) This item directs the reader to Item 18 for the company's consolidated financial statements and incorporates legal proceedings information by reference - Consolidated financial statements and other financial information are located in Item 18 of this report[88](index=88&type=chunk) - Information regarding legal proceedings is incorporated by reference from the Form F-4[89](index=89&type=chunk) [Item 9. The Offer and Listing](index=20&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section provides details about the public listing of the company's securities, including Nasdaq listings, lock-up agreements, and the Backstop Agreement - The company's Ordinary Shares and Warrants are listed on the Nasdaq Capital Market under the ticker symbols **"MLEC"** and **"MLECW"**, respectively[91](index=91&type=chunk) - Key shareholders are subject to a **365-day lock-up period**, with a provision for early release of up to **50% of shares** if the stock price exceeds **$12.00** for 20 out of 30 trading days[92](index=92&type=chunk) - The Backstop Agreement was triggered, resulting in Theo and UGVL each contributing **$4,005,520** to the company and receiving **400,552** new Ordinary Shares in return[95](index=95&type=chunk) [Item 10. Additional Information](index=21&type=section&id=Item%2010.%20Additional%20Information) This section covers various corporate details, including share capital, articles of association, foreign exchange controls, and dividend policy - As of December 30, 2022, the company had **37,560,249 Ordinary Shares** and **11,110,000 Warrants** outstanding[102](index=102&type=chunk) - The company has never paid cash dividends and does not plan to in the foreseeable future, intending to retain earnings for operations and expansion[108](index=108&type=chunk) - Under Luxembourg law, the company must allocate at least **5% of its annual net profits** to a legal reserve until the reserve equals **10% of the company's share capital**[109](index=109&type=chunk) [Item 11. Quantitative and Qualitative Disclosures about Market Risk](index=22&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section incorporates by reference information on quantitative and qualitative disclosures about market risk from the Form F-4 [Item 12. Description of Securities Other than Equity Securities](index=22&type=section&id=Item%2012.%20Description%20of%20Securities%20Other%20than%20Equity%20Securities) This item is marked as not applicable PART II This part of the report is marked as not applicable PART III [Item 17. Financial Statements](index=24&type=section&id=Item%2017.%20Financial%20Statements) This item directs the reader to Item 18 for financial statements [Item 18. Financial Statements](index=24&type=section&id=Item%2018.%20Financial%20Statements) This section states that financial statements for predecessor companies and unaudited pro forma condensed combined financial information are incorporated by reference from the Form F-4 - The audited financial statements of LightJump and the audited consolidated financial statements of Moolec are incorporated by reference from the Form F-4[122](index=122&type=chunk)[123](index=123&type=chunk) - The unaudited pro forma condensed combined financial information for the company is filed as Exhibit 99.1 and incorporated by reference[124](index=124&type=chunk) [Item 19. Exhibits](index=25&type=section&id=Item%2019.%20Exhibits) This item provides an index of all exhibits filed with the Form 20-F, including key legal and transactional documents - Key legal and transactional documents are filed as exhibits, including the Business Combination Agreement (Exhibit 4.1, 4.2), the Registration Rights and Lock-Up Agreement (Exhibit 4.6), and the company's Articles of Association (Exhibit 1.1)[127](index=127&type=chunk)