LJAQ / Lightjump Acquisition Corp - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-39869 LIGHTJUMP ACQUISITION CORPORATION (Exact name of registrant as specif

Amended and restated Bylaws LIGHTJUMP ACQUISITION CORPORATION Article I OFFICES

Exhibit 3.2 Amended and restated Bylaws of LIGHTJUMP ACQUISITION CORPORATION Article I OFFICES The address of the registered office of LightJump Acquisition Corporation (the ?Corporation?) is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The registered agent at such address is Corporation Service Company. The Corporation may also have offices at such other places both with

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2022 LightJump Acquisition Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39869 85-2402980 (State or Other Jurisdiction of Incorporation)

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION LIGHTJUMP ACQUISITION CORPORATION December 30, 2022

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIGHTJUMP ACQUISITION CORPORATION December 30, 2022 FIRST: The name of the corporation (the ?Corporation?) is LightJump Acquisition Corporation. SECOND: The address of the Corporation?s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware

Molecular Farming Company Moolec Science Starts Trading on Nasdaq After Successful Closing of Business Combination

Exhibit 99.1 Molecular Farming Company Moolec Science Starts Trading on Nasdaq After Successful Closing of Business Combination ? Moolec Science Ltd. and LightJump Acquisition Corporation closed their business combination agreement on December 30, 2022, resulting in Moolec UK and LightJump becoming wholly-owned subsidiaries of Moolec Science SA. ? Moolec Science will start trading on Nasdaq Capita

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2022 LightJump Acquisition Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39869 85-2402980 (State or Other Jurisdiction of Incorporation)

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 LightJump Acquisition Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39869 85-2402980 (State or Other Jurisdiction of Incorporation)

Moolec Science Ltd. Announces LightJump Acquisition Company’s Shareholder Approval for Business Combination on Tuesday, December 27

Exhibit 99.1 Moolec Science Ltd. Announces LightJump Acquisition Company?s Shareholder Approval for Business Combination on Tuesday, December 27 ? Moolec Science is a category creator in the alternative protein ecosystem using Molecular Farming, a disruptive technology producing animal proteins with plants. ? Following the closing of the Business Combination, the Combined Company?s shares are expe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Investor Presentation December 2022 SCIENCE IN ALTERNATIVE .02 This presentation was prepared for informational purposes only by Moolec Science Limited, (“Moolec”) and LightJump Acquisition Corporation (“LightJump”) and is intended to be provided onl

Filed by LightJump Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Form F-4 File No.

First Amendment to the Business Combination Agreement, by and among LightJump Acquisition Corporation, Moolec Science Limited, Moolec Science SA and Moolec Acquisition, Inc. (incorporated by reference to Exhibit 2.1 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on November 21, 2022).

Exhibit 2.1 amendMENT No. 1 to BUSINESS COMBINATION AGREEMENT This Amendment No. 1 to the Business Combination Agreement (this ?Amendment?) is dated as of November 18, 2022 and amends that certain Business Combination Agreement, dated as of June 14, 2022 (the ?Business Combination Agreement?), by and among LightJump Acquisition Corporation, a Delaware corporation (?SPAC?), Moolec Science Limited,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2022 LIGHTJUMP ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39869 85-2402980 (State or Other Jurisdiction (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIGHTJUMP ACQUISITION CORPORATION (Exact name of r

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2022 LIGHTJUMP ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39869 85-2402980 (State or Other Jurisdiction (Commission File Numbe

Investor Presentation October 2022 SCIENCE IN ALTERNATIVE .02 This presentation was prepared for informational purposes only by Moolec Science Limited, (“Moolec”) and LightJump Acquisition Corporation (“LightJump”) and is intended to be provided only

Exhibit 99.1 Investor Presentation October 2022 SCIENCE IN ALTERNATIVE .02 This presentation was prepared for informational purposes only by Moolec Science Limited, (?Moolec?) and LightJump Acquisition Corporation (?LightJump?) and is intended to be provided only to accredited institutional investors who are considering an investment in Moolec. The information provided in this presentation is inte

Investor Presentation October 2022 SCIENCE IN ALTERNATIVE .02 This presentation was prepared for informational purposes only by Moolec Science Limited, (“Moolec”) and LightJump Acquisition Corporation (“LightJump”) and is intended to be provided only

Filed by LightJump Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Form F-4 File No.

Moolec Science Announces Filing of a Registration Statement on Form F-4 in Connection with its Proposed Business Combination with LightJump Acquisition Corp. (NASDAQ: LJAQ)

Filed by LightJump Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Form F-4 File No.

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425 1 ea166904-425lightjumpacq.htm FORM 425 Filed by LightJump Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: LightJump Acquisition Corporation (Commission File No. 001-39869) Date: October 7, 2022 Below is a transcript of the October 6, 2022 ep

LJAQ / LightJump Acquisition Corporation / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment

Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIGHTJUMP ACQUISITION CORPORATION (Exact name of regist

LJAQ / LightJump Acquisition Corporation / Feis Lawrence Michael - SCHEDULE 13G Passive Investment

Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amendments to the Amended and Restated Certificate of Incorporation of LightJump Acquisition Corporation dated July 11, 2022 (incorporated by reference to Exhibit 3.1 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on July 13, 2022).

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIGHTJUMP ACQUISITION CORPORATION Pursuant to Section 245 of the Delaware General Corporation Law LIGHTJUMP ACQUISITION CORPORATION (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Lightjump Acquisition

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2022 LIGHTJUMP ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39869 85-2402980 (State or Other Jurisdiction (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 def14a0622lightjumpacq.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

Moolec Science CEO Highlights Promise of Molecular Farming for Food Security at Future Food-Tech Alternative Proteins Summit

425 1 ea162063-425lightjump.htm FORM 425 Filed by LightJump Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: LightJump Acquisition Corporation (Commission File No. 001-39869) Date: June 24, 2022 Moolec Science CEO Highlights Promise of Molecular F

LightJump Acquisition Corporation 2735 Sand Hill Road, Suite 110 Menlo Park, CA 94025

LightJump Acquisition Corporation 2735 Sand Hill Road, Suite 110 Menlo Park, CA 94025 June 21, 2022 VIA EDGAR and FACSIMILE United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F.

Amended to Business Combination Marketing Agreement, dated June 14, 2022 between LightJump Acquisition Corporation and EarlyBirdCapital, Inc.(incorporated by reference to Exhibit 10.6 to LightJump Acquisition Corporations’s Form 8-K, File No. 001-39869, filed with the SEC on June 15, 2022)

Exhibit 10.6 LightJump Acquisition Corp. 2735 Sand Hill Road, Suite 110 Menlo Park, CA 94025 June 14, 2022 EarlyBirdCapital, Inc. 366 Madison Avenue New York, NY 10017 Ladies and Gentlemen: Reference is made to that certain Business Combination Marketing Agreement, dated January 8, 2020 (?BMCA?), between LightJump Acquisition Corp. (?LJ?) and EarlyBirdCapital, Inc. (?EBC?). On the date hereof, LJ

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Exhibit 99.3 CORPORATE PARTICIPANTS Robert Bennett, Chairman and Chief Executive Officer, LightJump Acquisition Corp. Kyle P. Bransfield, Chief Executive Officer and Co-Founder, Union Acquisition Group Federico Trucco, Chief Executive Officer, Bioceres Group Gast?n Paladini, Chief Executive Officer and Co-Founder, Moolec Science Amit Dhingra, Chief Science Officer, Moolec Science Jos? L?pez Lecube

Investor Presentation of SPAC and the Company, dated June 2022

Exhibit 99.2

Form of Registration Rights and Lock-Up Agreement (incorporated by reference to Exhibit 10.5 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on June 15, 2022).

Exhibit 10.5 FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT1 THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT, dated as of [?], 2022, (this ?Agreement?), is made and entered into by and among Moolec Science SA, a public limited liability company (soci?t? anonyme) governed by the laws of the Grand Duchy of Luxembourg, with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg,

Business Combination Agreement, dated as of June 14, 2022, by and among LightJump Acquisition Corporation, Moolec Science Limited, Moolec Science SA and Moolec Acquisition, Inc. (incorporated by reference to Exhibit 2.1 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on June 15, 2022).

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among LIGHTJUMP ACQUISITION CORPORATION, MOOLEC SCIENCE SA, MOOLEC ACQUISITION, INC., AND MOOLEC SCIENCE LIMITED, Dated as of June 14, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 15 Section 1.03 Construction 17 ARTICLE II MERGER; POST-MERGER 18 Section 2.0

Backstop Agreement (incorporated by reference to Exhibit 10.2 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on June 15, 2022)

Exhibit 10.2 Execution Version BACKSTOP AGREEMENT This BACKSTOP AGREEMENT (this ?Agreement?) is made as of this June 14, 2022 by and between (i) LightJump One Founders, LLC, a Delaware limited liability company (?Sponsor?) (ii) Union Group Ventures Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (?UGVL?), (iii) Theo I SCSp, a special limited partnersh

Transaction Support Agreement, dated as of June 14, 2022 by and among LightJump Acquisition Corporation, LightJump One Founders, LLC, Moolec Science Limited, Moolec Science SA and others (incorporated by reference to Exhibit 10.3 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on June 15, 2022).

Exhibit 10.3 Execution Version TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT, dated as of June 14, 2022 (this ?Agreement?), is by and among (a) Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (the ?Company?), (b) Moolec Science SA, a public limited liability company (soci?t? anonyme) governed by the laws of the Grand Duchy of Lu

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2022 LIGHTJUMP ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39869 85-2402980 (State or Other Jurisdiction (Commission File Number)

Moolec Science, a Pioneer in Molecular Farming and Food Ingredient Technology, to List on Nasdaq Through Business Combination with LightJump Acquisition Corp.

Exhibit 99.1 Moolec Science, a Pioneer in Molecular Farming and Food Ingredient Technology, to List on Nasdaq Through Business Combination with LightJump Acquisition Corp. ? Moolec Science Ltd. (?Moolec?) and LightJump Acquisition Corp. (?LightJump?), a special purpose acquisition company, have entered into a definitive business combination agreement. The transaction sets Moolec?s proforma equity

Form of Exchange Agreement (incorporated by reference to Exhibit 10.1 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on June 15, 2022).

Exhibit 10.1 Form of Contribution and Exchange Agreement Dated [] 2022 [] (the Contributor) Moolec Science SA (the Issuer) Moolec Science Limited (the Company) Ref: L-311287 This agreement (including all schedules, the ?Agreement?) is made on [] 2022 by and among: (1) [], a [] company, with registered office at [], registered with [] under number []; (the ?Contributor?); (2) Moolec Science SA, a p

Form of Assignment, Assumption and Amendment Agreement with respect to the Warrant Agreement between LightJump Acquisition Corporation, Moolec Science SA and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.4 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on June 15, 2022).

EX-10.4 6 ea161359ex10-4lightjump.htm FORM OF SPAC WARRANT AND ASSIGNMENT AGREEMENT Exhibit 10.4 FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2022, by and among LightJump Acquisition Corporation, a Delaware corporation (the “Company”), Moolec Science SA, a public limited liability company (société a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 pre14a0622lightjumpacq.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIGHTJUMP ACQUISITION CORPORATION (Exact name of regis

Description of Registered Securities.*

Exhibit 4.5 LIGHTJUMP ACQUISITION CORPORATION DESCRIPTION OF SECURITIES As of the date of the Annual Report on Form 10-K for the year ended December 31, 2021 (the ?Report?) of LightJump Acquisition Corporation, a Delaware corporation (?we,? ?us,? ?our? or ?the company?), of which this exhibit forms a part, the Company had the following three classes of securities registered under Section 12 of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIGHTJUMP ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39869 85-2402980 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-39869 CUSIP NUMBER 53228M 114 53228M 106 53228M 205 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Re

LJAQ / LightJump Acquisition Corporation / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1 )* LightJump Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 53228M106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

LJAQ / LightJump Acquisition Corporation / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* LightJump Acquisition Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 53228M106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2021 LIGHTJUMP ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39869 85-2402980 (State or Other Jurisdiction (Commission (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIGHTJUMP ACQUISITION CORPORATION (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-39869 CUSIP NUMBER 53228M 114 53228M 106 53228M 205 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition R

LJAQ / LightJump Acquisition Corporation / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LightJump Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 53228M106 (CUSIP Number) October 19, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIGHTJUMP ACQUISITION CORPORATION (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

10-Q 1 f10q0321lightjumpacquis.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LI

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2021 LIGHTJUMP ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39869 85-2402980 (State or other jurisdiction of incorporation) (Com

LightJump Acquisition Corporation Receives Notice from Nasdaq Related to Delayed Filing of its Quarterly Report on Form 10-Q

EX-99.1 2 ea142008ex99-1lightjump.htm PRESS RELEASE, DATED JUNE 2, 2021 Exhibit 99.1 LightJump Acquisition Corporation Receives Notice from Nasdaq Related to Delayed Filing of its Quarterly Report on Form 10-Q NEW YORK, NY, June 2, 2021 — LightJump Acquisition Corporation (NASDAQ: LJAQ) (the “Company”) received on May 28, 2021 a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) ind

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-39869 CUSIP NUMBER 53228M 114 53228M 106 53228M 205 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Repor

Annual Report - ANNUAL REPORT

10-K 1 f10k2020lightjump.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIGHTJUMP ACQUISIT

- NOTIFICATION OF LATE FILING

NT 10-K 1 ea138883-nt10klightjumpacq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-39869 CUSIP NUMBER 53228M 114 53228M 106 53228M 205 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2020 ☐ Transition

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2021 LIGHTJUMP ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39869 85-2402980 (State or Other Jurisdiction (Commission (IRS Em

Certificate of Correction to LightJump Acquisition Corporation’s Amended and Restated Certificate of Incorporation filed on January 12, 2021, dated February 19 2021.

Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF CORRECTION Lightjump Acquisition Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: 1. The name of the corporation is Lightjump Acquisition Corporation. 2. That an amended and restated certificate of incorporation was filed by the Secretary of State of Delaw

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2021 LIGHTJUMP ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39869 85-2402980 (State or Other Jurisdiction (Commission (IRS Empl

JOINT FILING AGREEMENT

Page 10 of 10 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of LightJump Acquisition Corporation dated as of February 24, 2021 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* LightJump Acquisition Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LightJump Acquisition Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 53228M205 (CUSIP Number) February 24, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIGHTJUMP ACQUISITION CORPORATION (Exact name of r

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-39869 CUSIP NUMBER 53228M 114 53228M 106 53228M 205 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition R

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.

EX-10.1 6 ea133526ex10-1lightjump.htm INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COMPANY Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of January 12, 2021 by and between LightJump Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration

Administrative Services Agreement between the Company and LightJump One Founders, LLC.

EX-10.5 10 ea133526ex10-5lightjump.htm ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE COMPANY AND LIGHTJUMP ONE FOUNDERS, LLC Exhibit 10.5 LightJump Acquisition Corporation 2735 Sand Hill Road, Suite 110 Menlo Park, California 94025 January 12, 2021 LightJump One Founders, LLC 14755 Preston Road, Suite 520 Dallas, TX 75254 Ladies and Gentlemen: This letter will confirm our agreement that, commencin

Underwriting Agreement between the Company and EarlyBirdCapital, Inc. as representative of the underwriters.

EX-1.1 2 ea133526ex1-1lightjump.htm UNDERWRITING AGREEMENT BETWEEN THE COMPANY AND EARLYBIRDCAPITAL, INC. AS REPRESENTATIVE OF THE UNDERWRITERS Exhibit 1.1 12,000,000 Units LIGHTJUMP ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York January 8, 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Lad

Registration Rights Agreement, dated as of January 12, 2021, by and between LightJump Acquisition Corporation and other investors ((incorporated by reference to Exhibit 10.2 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on January 20, 2021)

EX-10.2 7 ea133526ex10-2lightjump.htm REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND EARLYBIRDCAPITAL, INC Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12th day of January, 2021, by and among LightJump Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investo

Amended and Restated Certificate of Incorporation of LightJump Acquisition Corporation dated January 12, 2021 (incorporated by reference to Exhibit 3.1 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on January 20, 2021).

EX-3.1 4 ea133526ex3-1lightjump.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIGHTJUMP ACQUISITION CORPORATION Pursuant to Section 245 of the Delaware General Corporation Law January 12, 2021 LightJump Acquisition Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Ex

Subscription Agreement for Private Warrants by LightJump One Founders, LLC (incorporated by reference to Exhibit 10.3 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on January 20, 2021).

Exhibit 10.3 January 12, 2021 Gentlemen: LightJump Acquisition Corporation (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Corporation currently antic

Stock Escrow Agreement among the Company, LightJump One Founders, LLC and Continental Stock Transfer & Trust Company.

EX-10.4 9 ea133526ex10-4lightjump.htm STOCK ESCROW AGREEMENT AMONG THE COMPANY, LIGHTJUMP ONE FOUNDERS, LLC AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 10.4 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of January 12, 2021 (“Agreement”), by and among LIGHTJUMP ACQUISITION CORPORATION, a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A heret

LIGHTJUMP ACQUISITION CORPORATION ANNOUNCES CLOSING OF UPSIZED $120 MILLION INITIAL PUBLIC OFFERING

Exhibit 99.2 LIGHTJUMP ACQUISITION CORPORATION ANNOUNCES CLOSING OF UPSIZED $120 MILLION INITIAL PUBLIC OFFERING NEW YORK, January 19, 2021 (BUSINESS WIRE) – LightJump Acquisition Corporation (the “Company”) today announced that it closed its upsized initial public offering of 12,000,000 units at $10.00 per unit, generating total gross proceeds of $120,000,000. Each unit consists of one share of t

Business Combination Marketing Agreement between the Company and EarlyBirdCapital, Inc.

EX-1.2 3 ea133526ex1-2lightjump.htm BUSINESS COMBINATION MARKETING AGREEMENT BETWEEN THE COMPANY AND EARLYBIRDCAPITAL, INC Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 January 8, 2020 LightJump Acquisition Corp. 2735 Sand Hill Road Suite 110 Menlo Park, CA 94025 Attn: Robert Bennett, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement (t

Warrant Agreement, dated January 12, 2021, by and between LightJump Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on January 20, 2021).

Exhibit 4.1 WARRANT AGREEMENT This agreement is made as of January 12, 2021 between LightJump Acquisition Corporation, a Delaware corporation, with offices at 2735 Sand Hill Road, Suite 110, Menlo Park, CA 94025 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”). WHEREAS, the Company is eng

LIGHTJUMP ACQUISITION CORPORATION INDEX TO BALANCE SHEET

EX-99.1 11 ea133526ex99-1lightjump.htm AUDITED BALANCE SHEET Exhibit 99.1 LIGHTJUMP ACQUISITION CORPORATION INDEX TO BALANCE SHEET Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of LightJump Acquisition Corporation Opinion on the Fina

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2021 LIGHTJUMP ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39869 85-2402980 (State or Other Jurisdiction (Commission (IRS Emplo

$120,000,000 LIGHTJUMP ACQUISITION CORPORATION 12,000,000 Units

424B4 1 f424b40121lightjumpacq.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-251435 and 333-251960 $120,000,000 LIGHTJUMP ACQUISITION CORPORATION 12,000,000 Units LightJump Acquisition Corporation is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 8, 2021 Registration No.

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EARLYBIRDCAPITAL, INC. 366 Madison Avenue | 8th Floor New York, NY 10017 January 7, 2021 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: LightJump Acquisition Corporation Registration Statement on Form S-1 Registration No. 333-251435 Gentlemen: In connection with the Registration Statement on Form S-1 of LightJump

- FOR REGISTRATION OF CERTAIN CLASSES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 LIGHTJUMP ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-2402980 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 2735 Sand

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CORRESP 1 filename1.htm LightJump Acquisition Corporation 2735 Sand Hill Road, Suite 110 Menlo Park, CA 94025 VIA EDGAR January 7, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Attn: Mr. Todd K. Schiffman Re: LightJump Acquisition Corporation Registration Statement on Form S-1 File No. 333-251435 Acceleration Request Requ

- AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on January 5, 2021 Registration No. 333-251435 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIGHTJUMP ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 85-2402980 (State or other jurisdict

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIGHTJUMP ACQUISITION CORPORATION Pursuant to Section 245 of the Delaware General Corporation Law , 2021 LightJump Acquisition Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “LightJump Acqui

Form of Underwriting Agreement.

Exhibit 1.1 10,000,000 Units LIGHTJUMP ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York , 2020 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: LightJump Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (

Specimen Unit Certificate.

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS LIGHTJUMP ACQUISITION CORPORATION CUSIP [●] UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of LightJump Acquisition Corporation, a Delaware corporation (the “

Form of Business Combination Marketing Agreement.

Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 , 2020 LightJump Acquisition Corp. 2735 Sand Hill Road Suite 110 Menlo Park, CA 94025 Attn: Robert Bennett, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby LightJump Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the

- REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on December 29, 2020 Registration No. 333-251435 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIGHTJUMP ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 85-2402980 (State or other jurisdi

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT This agreement is made as of , between LightJump Acquisition Corporation, a Delaware corporation, with offices at 2735 Sand Hill Road, Suite 110, Menlo Park, CA 94025 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”). WHEREAS, the Company is engaged in a publi

Compensation committee charter.

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF LIGHTJUMP ACQUISITION CORPORATION I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of LightJump Acquisition Corporation (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities relating to the compensation of the C

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT This agreement is made as of , between LightJump Acquisition Corporation, a Delaware corporation, with offices at 2735 Sand Hill Road, Suite 110, Menlo Park, CA 94025 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”). WHEREAS, the Company is engaged in a publi

Specimen Warrant Certificate.

Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS LIGHTJUMP ACQUISITION CORPORATION CUSIP [●] WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of LightJump Acquisition Corp., a Delaware corporation (the “Company”), expiring at 5:00 p.

Form of Registration Rights Agreement.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , , by and among LightJump Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Company de

Form of Stock Escrow Agreement.

Exhibit 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of , (“Agreement”), by and among LIGHTJUMP ACQUISITION CORPORATION, a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). WHEREAS, the Company was formed for the purpose of completing

Form of Indemnification Agreement.

Exhibit 10.8 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of the day of , (Agreement”), by and between LightJump Acquisition Corporation, a Delaware corporation (Company”), and (Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and direc

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIGHTJUMP ACQUISITION CORPORATION Pursuant to Section 245 of the Delaware General Corporation Law , LightJump Acquisition Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “LightJump Acquisitio

Specimen Common Stock Certificate.

Exhibit 4.2 NUMBER SHARES C LIGHTJUMP ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP [●] is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF LIGHTJUMP ACQUISITION CORPORATION transferable on the books of the Corporation in person or by duly authorized att

Code of Ethics.

Exhibit 14 LIGHTJUMP ACQUISITION CORPORATION CODE OF ETHICS 1. Introduction The Board of Directors of LightJump Acquisition Corporation (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers, and employees of the Company, with the intent to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of

Specimen Unit Certificate.

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS LIGHTJUMP ACQUISITION CORPORATION CUSIP [●] UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of LightJump Acquisition Corporation, a Delaware corporation (the “Company”), a

Promissory Note.

Exhibit 10.3 PROMISSORY NOTE $150,000.00 As of September 30, 2020 LightJump Acquisition Corporation. (“Maker”) promises to pay to the order of First Lexington, LLC or his, her or its successors or assigns (“Payee”) the principal sum of One Hundred and Fifty Thousand and No Cents ($150,000.00) in lawful money of the United States of America, on the terms and conditions described below. Payee can as

LIGHTJUMP ACQUISITION CORPORATION ARTICLE I

Exhibit 3.3 BYLAWS OF LIGHTJUMP ACQUISITION CORPORATION ARTICLE I OFFICES 1.1 Registered Office. The registered office of LightJump Acquisition Corp. (the “Corporation”) in the State of Delaware shall be established and maintained at 251 Little Falls Drive, Wilmington, Delaware 19808 and Corporation Service Company shall be the registered agent of the corporation in charge thereof. 1.2 Other Offic

Audit committee charter.

Exhibit 99.1 Adopted: December 10, 2020 AUDIT COMMITTEE CHARTER OF LIGHTJUMP ACQUISITION CORPORATION Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of LightJump Acquisition Corporation (“Company”) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independ

Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement on Form S-1 (File No. 333-251435) filed on December 18, 2020).

As filed with the U.S. Securities and Exchange Commission on December 17, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIGHTJUMP ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 85-2402980 (State or other jurisdiction of incorporation or

Form of Subscription agreement for private warrants by LightJump One Founders, LLC.

Exhibit 10.5 , Gentlemen: LightJump Acquisition Corporation (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Corporation currently anticipates selling

Form of Administrative Services Agreement.

Exhibit 10.7 LightJump Acquisition Corporation 2735 Sand Hill Road, Suite 110 Menlo Park, California 94025 , LightJump One Founders, LLC 14755 Preston Road, Suite 520 Dallas, TX 75254 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering

Nominating committee charter.

Exhibit 99.3 Adopted: December 10, 2020 NOMINATING COMMITTEE CHARTER OF LIGHTJUMP ACQUISITION CORPORATION The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of LightJump Acquisition Corporation (the “Company”), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it sha

Form of Letter Agreement from each of the Registrant’s officers, directors and sponsor.

Exhibit 10.1 [ , ] LightJump Acquisition Corporation 2735 Sand Hill Road Suite 110 Menlo Park, CA 94025 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between LightJump Acquisition Corporation, a Delaware

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of , by and between LightJump Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333- (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effective as of the date h

Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF LIGHTJUMP ACQUISITION CORPORATION Pursuant to Section 102 of the Delaware General Corporation Law July 28, 2020 I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the Delaware General Corporation Law (the “DGCL”), do hereby certify as follows: Article I NAME The name of the corp

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This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential.

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October 9, 2020 Leib Orlanski [email protected] T +1 310 552 5044 F +1 310 552 5001 CONFIDENTIAL SUBMISSION VIA EDGAR Draft Registration Statement U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: LightJump Acquisition Corporation - Draft Registration Statement on Form S-1 Ladies and Gentlemen: On behalf of our client, Li