Linklaters advises Moolec on US$504m business combination with SPAC LightJump

Linklaters has advised Moolec Science Limited (Moolec), a Latin American science-based food ingredient company, on its business combination agreement with LightJump Acquisition Corp. (LJAQ), a publicly-traded special purpose acquisition company (SPAC). Upon closing, the combined company is expected to be listed on Nasdaq under the ticker symbol “MLEC”.  
 
Moolec is a molecular farming pioneer in the new food industry, primarily based out of Argentina, with the ability to synthesize real animal proteins in seed crops, such as soy and peas, to develop actual meat proteins. 
 
The transaction sets Moolec’s proforma equity value at $504 million (assuming no redemptions from SPAC public shareholders). It expects to become the first Molecular Farming FoodTech company to be listed on Nasdaq. The transaction is expected to close in the second half of 2022.
 
Moolec is backed by Nasdaq-listed Bioceres Crop Solutions Corp. (NASDAQ: BIOX), a fully integrated provider of crop productivity solutions. Linklaters previously advised Bioceres, as the target, in its initial business combination with Union Acquisition Corp., the first SPAC with Union Acquisition Group (UAG) as sponsor. Recently, Linklaters acted as counsel to Union Acquisition Corp. II, the second SPAC that UAG sponsored, which resulted in the listing of Procaps Group on Nasdaq.
 
The deal team was led by partners Matthew Poulter and Pierre-Emmanuel Perais alongside counsel Alejandro Gordano with assistance from associates Thomas Lemouche, Justin Adamson, and In Sun You. The team also included counsel Gabriel Grossman, associate Nina Hrushko (Tax); senior counsel Jonathan Gafni, counsel John Eichlin, associate Anna Gooding (Antitrust); and senior counsel Craig Spenner (Employment).
 
The existing Moolec holding company is an English entity and the newly listed holding company Moolec Science SA (Holdco) will be a Luxembourg entity. Therefore, the Linklaters U.S. team worked closely with Linklaters’ Luxembourg office, with a team led by partner Rémy Bonneau alongside managing associate Eugenie Syx, counsel Maxime Bertomeu-Savalle, and associate Colas Surot, as well as partner Joakim-Antoine Charvet (Tax) and associate Cyrielle Nis (Tax). 

Further assistance from Linklaters London office included associate Hope Levy-Shepherd (Corporate) as well as partner Chris Smale, managing associate Sam Lintonbon, associate Klara Janiec (Tax); partner Jean Lovett (Employment); and managing associate Mark Daniel (Antitrust).