Business Context and Reporting Period
Moolec Science SA filed a Shell Company Report on Form 20-F following the completion of its business combination with LightJump Acquisition Corporation on December 30, 2022. Moolec Science SA was incorporated in Luxembourg on May 23, 2022 solely to effect the transaction and became the parent company of Moolec Science Limited and its subsidiaries.
The filing is not an annual report for a completed fiscal year. Moolec’s audited financial statements for the year ended June 30, 2022 and prior periods, and LightJump’s financial statements, are incorporated by reference from the Form F-4. The filing presents unaudited pro forma capitalization as of June 30, 2022 after giving effect to the business combination.
The Company’s ordinary shares and warrants trade on Nasdaq under the symbols MLEC and MLECW, respectively. The filing states that 37,560,249 ordinary shares and 11,110,000 warrants were outstanding as of December 30, 2022.
Financial Metrics and Capitalization
| Metric | Amount | Basis or date |
|---|---|---|
| Cash and cash equivalents | $1.561 million | Unaudited pro forma, June 30, 2022 |
| Total current liabilities | $0.845 million | Unaudited pro forma, June 30, 2022 |
| Total non-current liabilities | $0.621 million | Unaudited pro forma, June 30, 2022 |
| Total liabilities | $1.466 million | Unaudited pro forma, June 30, 2022 |
| Share capital | $0.004 million | Unaudited pro forma, June 30, 2022 |
| Additional paid-in capital | $72.200 million | Unaudited pro forma, June 30, 2022 |
| Accumulated deficit | $(58.747) million | Unaudited pro forma, June 30, 2022 |
| Equity-settled share-based payment | $0.475 million | Unaudited pro forma, June 30, 2022 |
| Total equity | $13.932 million | Unaudited pro forma, June 30, 2022 |
The filing text does not provide clear consolidated revenue, net income or loss, operating cash flow, free cash flow, gross margin, operating margin, or net margin figures. It also does not provide a clear post-closing debt balance beyond the pro forma liability amounts shown above.
The filing states that no cash dividends have been declared or paid and that the Company does not expect to pay dividends in the foreseeable future.
Material Changes Versus the Prior Comparable Period
- The business combination closed on December 30, 2022. Moolec Science SA became the direct parent of Moolec Science Limited, while LightJump became a direct subsidiary.
- LightJump public stockholders redeemed 11,032,790 shares for approximately $110.5 million before the closing. A further 2,572,848 shares were redeemed in December 2022 for approximately $26.3 million.
- Approximately $1.989 million remained in the SPAC trust account at closing. The filing states that the funds continued to be held by Continental because of a dispute concerning EarlyBird cash fees.
- Under the backstop arrangements, UGVL and Theo each contributed $4.006 million and each received 400,552 Company ordinary shares. The Sponsor transferred shares rather than making its required cash contribution.
- Moolec SAFE holders received 262,260 Company ordinary shares in connection with the transaction.
- The CFO received 232,523 shares under the Key Staff Participation arrangement. Certain employee optionholders also elected to exercise 347,421 options, with some related shares expected to be issued as soon as practicable.
Guidance, Outlook, Risks, Contingencies and Unusual Items
The filing does not provide quantitative revenue, earnings or cash-flow guidance. Forward-looking matters include product development and commercialization, research and development, raw-material availability, market acceptance, intellectual-property protection, growth and integration plans, and the ability to achieve profitability.
- The Company may need additional capital to execute its business plan, and such capital may not be available on acceptable terms or at all.
- The Company faces risks related to competition, commercialization delays, supplier and manufacturer performance, manufacturing disruptions, intellectual property, regulatory changes, litigation, COVID-19 effects, and macroeconomic conditions.
- The filing identifies uncertainty arising from the Russia-Ukraine conflict and broader economic instability as potential adverse factors.
- The remaining trust-account funds were subject to a dispute with EarlyBird regarding cash fees. The Sponsor agreed to escrow certain shares to cover specified costs related to the dispute if thresholds are exceeded.
- Substantial shareholders and insiders hold significant voting and economic interests. The filing reports BG Farming Technologies Ltd. with 38.8% and Union Group Ventures Limited with 40.4% of outstanding shares, subject to the ownership conventions described in the filing.
- Most shares subject to the registration rights and lock-up agreement are restricted until generally 365 days after closing, subject to specified exceptions, including a market-price-based release provision.
Facts Investors Should Verify
- Obtain the Form F-4 financial statements for Moolec and LightJump to verify historical revenue, losses, cash flows, debt, liquidity and operating trends not reproduced in this filing.
- Confirm the actual post-closing cash balance, including the status and ultimate release of the approximately $1.989 million remaining in the trust account.
- Review the EarlyBird fee dispute, escrow arrangements and any resulting cash or share obligations.
- Reconcile the reported 37.56 million ordinary shares with exercised options, SAFEs, backstop issuances and the 11.11 million outstanding warrants.
- Assess dilution from warrants exercisable at $11.50 per share, employee options and other equity-linked instruments.
- Review the Form F-4 risk factors and management discussion for Moolec’s operating plans, funding requirements, commercialization timetable and path to profitability.