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~~June 3130, 2022

☐ 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.R.S. Employer Identification Number)

2735 Sand Hill Road, Suite 110

Menlo Park, CA

94025

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 515-3930

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Common stock and one-half of one redeemable warrant	LJAQU	The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share	LJAQ	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50	LJAQW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~May~~August 912, 2022, there were 1710,~~370~~710,~~000~~534 shares of common stock, par value $0.0001 per share issued and outstanding.

LIGHTJUMP ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED ~~MARCH~~JUNE 3130, 2022

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Interim Financial Statements (Unaudited)	1
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021 (Audited)	2
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 (Audited)	2
	Unaudited Condensed Statements of Operations for the three months ended March 31, 2022 and for the three months ended March 31, 2021	3
	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021	3
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2022 and for the three months ended March 31, 2021	4
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021	4
	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2022 and for the three months ended March 31, 2021	5
	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 2021	5
	Notes to Unaudited Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2021
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2427
Item 4.	Controls and Procedures	2427
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2628
Item 1A.	Risk Factors	2628
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2628
Item 3.	Defaults Upon Senior Securities	2628
Item 4.	Mine Safety Disclosures	2628
Item 5.	Other Information	2628
Item 6.	Exhibits	2729
SIGNATURES		2830

PART I - FINANCIAL INFORMATION

ITEM 1. INTERIM FINANCIAL STATEMENTS (UNAUDITED)

		Page
Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021(Audited)		2
Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021(Audited)		2
Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and for the Three Months Ended March 31, 2021		3
Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and for the Three and Six Months Ended June 30, 2021		3
Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2022 and for the Three Months Ended March 31, 2021		4
Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2022 and for the Three Months Ended June 30, 2021		4
Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and for the Three Months Ended March 31, 2021		5
Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and for the Six Months Ended June 30, 2021		5
Notes to Unaudited Condensed Financial Statements		6

LIGHTJUMP ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

AS OF ~~MARCH~~JUNE 3130, 2022 AND DECEMBER 31, 2021

	March 31, 2022 (Unaudited)			December 31, 2021 (Audited)
	June 30, 2022 (Unaudited)			December 31, 2021 (Audited)
Assets
Cash	$	~~199~~5,~~230~~422		$	137,163
Prepaid expenses		~~321~~221,~~253~~788			19,030
Total current assets		~~520~~227,~~483~~210			156,193
Investment held in Trust Account		138,~~025~~200,~~622~~919			138,013,319
Total Assets	$	138,~~546~~428,~~105~~129		$	138,169,512
Liabilities, Redeemable Common Stock, and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued operating expenses		1,~~263~~969,~~986~~060			730,607
Due to related party		~~260~~300,000			260,000
Promissory note - related party		758,000			125,000
Income tax payable		3,679			—
Total current liabilities		2,281,986			1,115,607
Promissory note - related party		891,000			125,000
Warrant liability		1,182,413			2,198,205
Total current liabilities		3,163,739			1,115,607
Total liabilities	$	3,464,399		$	3,313,812
Warrant liability		261,423			2,198,205
Total liabilities	$	3,425,162		$	3,313,812
Commitments and Contingencies (Note 7)
Common stock subject to possible redemption, 13,800,000 shares at redemption value of $10.00 as of March 31, 2022 and December 31, 2021		138,000,000			138,000,000
Common stock subject to possible redemption, 13,800,000 shares at redemption value of $10.00 as of June 30, 2022 and December 31, 2021		138,000,000			138,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.0001 par value; 99,000,000 shares authorized; 3,570,000 shares issued and outstanding (excluding 13,800,000 shares subject to possible redemption as of March 31, 2022 and December 31, 2021)		357			357
Common stock, $0.0001 par value; 99,000,000 shares authorized; 3,570,000 shares issued and outstanding (excluding 13,800,000 shares subject to possible redemption), as of June 30, 2022 and December 31, 2021		357			357
Additional paid-in capital		—			—
Accumulated deficit		(2,~~918~~997,~~651~~390	)		(3,144,657	)
Total Stockholders’ Deficit		(2,~~918~~997,~~294~~033	)		(3,144,300	)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$	138,~~546~~428,~~105~~129		$	138,169,512

The accompanying notes are an integral part of these unaudited condensed financial statements.

LIGHTJUMP ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Formation and operating costs	$	1,171,347		$	786,609		$	1,973,436		$	1,037,402
Loss from operations		(1,171,347	)		(786,609	)		(1,973,436	)		(1,037,402	)

Other income (expense)
Change in fair value of warrant liability		920,990			(1,085,087	)		1,936,782			216,765
Trust interest income		175,297			3,441			187,600			6,361
Total other income (expense)		1,096,287			(1,081,646	)		2,124,382			223,126

Income (loss) before income tax provision		(75,060	)		(1,868,255	)		150,946			(814,276	)
Income tax provision		(3,679	)		—			(3,679	)		—
Net income (loss)	$	(78,739	)	$	(1,868,255	)	$	147,267		$	(814,276	)

Basic and diluted weighted average shares outstanding, common stock subject to redemption		13,800,000			13,800,000			13,800,000			12,926,667
Basic and diluted net income (loss) per share	$	(0.00	)	$	(0.11	)	$	0.01		$	(0.05	)
Basic and diluted weighted average shares outstanding, non-redeemable common stock		3,570,000			3,570,000			3,570,000			3,525,667
Basic and diluted net income (loss) per share	$	(0.00	)	$	(0.11	)	$	0.01		$	(0.05	)

~~THREE~~The accompanying ~~MONTHS~~notes ~~ENDED~~are ~~MARCH~~an ~~31,~~integral ~~2021~~part of these unaudited condensed financial statements.

	For the Three Months Ended			For the Three Months Ended
	March 31,			March 31,
	2022			2021
Formation and operating costs	$	802,089		$	250,793
Loss from operations		(802,089	)		(250,793	)
Other income
Change in fair value of warrant liability		1,015,792			1,301,852
Trust interest income		12,303			2,920
Total other income		1,028,095			1,304,772
Net income	$	226,006		$	1,053,979
Basic and diluted weighted average shares outstanding, common stock subject to redemption		13,800,000			12,033,708
Basic and diluted net income per share	$	0.01		$	0.07
Basic and diluted weighted average shares outstanding, non-redeemable common stock		3,570,000			3,480,337
Basic and diluted net income per share	$	0.01		$	0.07

~~The accompanying notes are an integral part of~~LIGHTJUMP ~~these~~ACQUISITION ~~unaudited condensed financial statements.~~CORPORATION

3UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

~~LIGHTJUMP~~THREE AND ~~ACQUISITION~~SIX ~~CORPORATION~~MONTHS ENDED JUNE 30, 2022 AND 2021

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2021		3,570,000	$	357	$	—	$	(3,144,657	)	$	(3,144,300	)
Net income		—		—		—		226,006			226,006
Balance as of March 31, 2022		3,570,000	$	357	$	—	$	(2,918,651	)	$	(2,918,294	)
Net loss		—		—		—		(78,739	)		(78,739	)
Balance as of June 30, 2022		3,570,000	$	357	$	—	$	(2,997,390	)	$	(2,997,033	)

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND

					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance as of December 31, 2020		3,570,000	$	357	$	25,843		$	(13,802	)	$	12,398
Sale of 4,210,000 Private Placement Warrants, net of fair value of warrant liability		—		—		348,263			—			348,263
Remeasurement of common stock subject to redemption value		—		—		(374,106	)		(3,091,047	)		(3,465,153	)
Net income		—		—		—			1,053,979			1,053,979
Balance as of March 31, 2021		3,570,000	$	357	$	—		$	(2,050,870	)	$	(2,050,513	)
Net loss		—		—		—			(1,868,255	)		(1,868,255	)
Balance as of June 30, 2021		3,570,000	$	357	$	—		$	(3,919,125	)	$	(3,918,768	)

~~THREE~~The accompanying ~~MONTHS~~notes ~~ENDED~~are ~~MARCH~~an ~~31,~~integral ~~2021~~part of these unaudited condensed financial statements.

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2021		3,570,000	$	357	$	—	$	(3,144,657	)	$	(3,144,300	)
Net income		—		—		—		226,006			226,006
Balance as of March 31, 2022		3,570,000	$	357	$	—	$	(2,918,651	)	$	(2,918,294	)

											Total
	Common Stock				Additional Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance as of December 31, 2020		3,570,000	$	357	$	25,843		$	(13,802	)	$	(12,398	)
Sale of 4,210,000 Private Placement Warrants, net of fair value of warrant liability		—		—		348,263			—			348,263
Remeasurement of common stock subject to redemption value		—		—		(374,106	)		(3,091,047	)		(3,465,153	)
Net income		—		—		—			1,053,979			1,053,979
Balance as of March 31, 2021		3,570,000	$	357	$	—		$	(2,050,870	)	$	(2,050,513	)

LIGHTJUMP ACQUISITION CORPORATION

~~The accompanying notes are an integral part of~~UNAUDITED ~~these~~CONDENSED ~~unaudited~~STATEMENTS ~~condensed~~OF ~~financial~~CASH ~~statements.~~FLOWS

	Six Months Ended June 30,
	2022			2021
Cash flows from Operating Activities:
Net income (loss)	$	147,267		$	(814,276	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liability		(1,936,782	)		(216,765	)
Interest earned on cash and marketable securities held in Trust Account		(187,600	)		(6,361	)
Changes in current assets and current liabilities:
Prepaid expenses		(202,758	)		(244,094	)
Accounts payable and accrued operating expenses		1,238,453			726,854
Income tax payable		3,679			—
Due to related party		40,000			(160,000	)
Net cash used in operating activities		(897,741	)		(714,642	)

Cash Flows from Investing Activities:
Purchase of investment held in Trust		—			(138,000,000	)
Net cash used in investing activities		—			(138,000,000	)

Cash flows from financing activities:
Proceeds from initial public offering, net of underwriters’ fees		—			135,240,000
Proceeds from promissory note from sponsor		766,000			—
Proceeds from issuance of Private Placement Warrants		—			4,210,000
Payment of deferred offering costs		—			(403,894	)
Net cash provided by financing activities		766,000			139,046,106

Net change in cash		(131,741	)		331,464
Cash, beginning of the period		137,163			6,139
Cash, end of the period	$	5,422		$	337,603

Supplemental disclosure of noncash investing and financing activities:
Initial value of common stock subject to possible redemption	$	—		$	138,000,000
Initial classification of warrant liability	$	—		$	3,531,517
Offering costs included in accrued offering costs	$	—		$	—

~~LIGHTJUMP~~The accompanying ~~ACQUISITION~~notes ~~CORPORATION~~are an integral part of these unaudited condensed financial statements.

~~UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS~~5

	For the			For the
	Three Months Ended March 31,			Three Months Ended March 31,
	2022			2021
Cash flows from Operating Activities:
Net income	$	226,006		$	1,053,979
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability		(1,015,792	)		(1,301,852	)
Interest earned on cash and marketable securities held in Trust Account		(12,303	)		(2,920	)
Changes in current assets and current liabilities:
Prepaid expenses		(302,223	)		(360,586	)
Accounts payable and accrued operating expenses		533,379			146,859
Due to related party		—			(160,000	)
Net cash used in operating activities		(570,933	)		(624,520	)
Cash Flows from Investing Activities:
Purchase of investment held in Trust		—			(138,000,000	)
Net cash used in investing activities		—			(138,000,000	)
Cash flows used by financing activities:
Proceeds from initial public offering, net of underwriters’ fees		—			135,240,000
Proceeds from promissory note from sponsor		633,000			—
Proceeds from issuance of Private Placement Warrants		—			4,210,000
Payment of deferred offering costs		—			(309,429	)
Net cash provided by financing activities		633,000			139,140,571
Net change in cash		62,067			516,051
Cash, beginning of the period		137,163			6,139
Cash, end of the period	$	199,230		$	522,190
Supplemental disclosure of noncash investing and financing activities:
Initial value of common stock subject to possible redemption	$	—		$	138,000,000
Initial classification of warrant liability	$	—		$	3,531,517
Offering costs included in accrued offering costs	$	—		$	94,465

LIGHTJUMP ACQUISITION CORPORATION

~~The accompanying notes are~~NOTES anTO ~~integral~~UNAUDITED ~~part~~CONDENSED ofFINANCIAL ~~these unaudited condensed financial statements.~~STATEMENTS

5Note 1 — Organization, Business Operations and Liquidity

~~LIGHTJUMP~~Organization and ~~ACQUISITION CORPORATION~~General

~~NOTES~~LightJump Acquisition TOCorporation ~~UNAUDITED~~(the ~~CONDENSED~~“Company”) ~~FINANCIAL~~is ~~STATEMENTS~~a newly organized blank check company incorporated as a Delaware Company on July 28, 2020. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”).

~~Note~~The Company 1has —selected ~~Organization,~~December ~~Business~~31 ~~Operations and~~as ~~Liquidity~~its fiscal year end.

~~Organization~~As of June 30, 2022, the Company had not commenced any operations. All activity from July 28, 2020 (inception) through June 30, 2022, relates to the Company’s formation and ~~General~~the initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (“IPO”) and will recognize changes in the fair value of its warrant liability as other income (expense).

~~LightJump Acquisition Corporation (the “Company”)~~The ~~is a newly organized blank check company incorporated as a Delaware~~ Company’s onsponsor ~~July~~is ~~28,~~LightJump ~~2020.~~One ~~The Company was formed for the purpose of acquiring~~Founders, ~~merging with~~LLC, ~~engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with~~ a ~~single~~Delaware ~~operating~~limited ~~entity,~~liability orcompany ~~one or more related or unrelated operating entities operating in any sector~~ (~~“Business~~the ~~Combination~~“Sponsor”).

~~The Company has selected December 31 as its fiscal year end.~~Financing

~~As of March 31, 2022, the Company had not commenced~~The ~~any~~registration ~~operations.~~statement ~~All~~for ~~activity from July 28, 2020 (inception) through March 31, 2022, relates to~~ the Company’s ~~formation~~IPO ~~and~~was ~~the initial~~declared ~~public~~effective ~~offering~~on ~~described~~January ~~below.~~8, ~~The~~2021 ~~Company will not generate any operating revenues until after~~ (the ~~completion~~“Effective ~~of its initial~~Date”). On ~~Business~~January ~~Combination~~12, at 2021, the ~~earliest. The~~ Company ~~generates~~consummated ~~non-operating income in~~ the ~~form~~IPO of 12,000,000 units ~~interest~~(each, ~~income~~a on“Unit” ~~cash~~ and ~~cash~~collectively, ~~equivalents from~~ the ~~proceeds derived from the Initial Public Offering (~~ “~~IPO~~Units”) ~~and~~at ~~will~~$10.00 per ~~recognize~~Unit, ~~changes~~generating ingross ~~the~~proceeds ~~fair value~~ of ~~its~~$120,000,000, ~~warrant liability~~which asis ~~other~~discussed ~~income~~in ~~(expense)~~Note 3.

~~The~~Simultaneously with the closing of the IPO, the Company’s ~~sponsor~~consummated isthe ~~LightJump~~sale ~~One Founders~~of 3,850,000 warrants ~~LLC~~(the “Private Warrants”), at a ~~Delaware~~price ~~limited~~of ~~liability~~$1.00 per ~~company~~Private Warrant (the “~~Sponsor~~Private Placement”), which is discussed in Note 4.

~~Financing~~On January 15, 2021, the underwriters exercised the over-allotment option in full to purchase 1,800,000 Units (the “Over-allotment Units”), generating aggregate gross proceeds of $18,000,000. Simultaneously with the closing of the sale of the Over-allotment Units, the Company consummated the sale of an additional 360,000 Private Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $360,000.

~~The~~Transaction costs ~~registration~~of ~~statement for~~ the ~~Company’s~~ IPO ~~was~~including ~~declared~~the ~~effective~~exercise onof ~~January~~over-allotment 8,amounted ~~2021~~to ~~(the “Effective Date”). On January 12~~$3, ~~2021~~465,153 ~~the~~consisting ~~Company consummated the IPO~~ of 12 $2,~~000~~760,000 ~~units~~of ~~(each,~~underwriting ~~a “Unit”~~ fees and ~~collectively, the “Units”) at~~ $~~10.00 per Unit~~705, ~~generating gross proceeds~~ 153 of ~~$120,000,000,~~other ~~which~~offering ~~is discussed in Note 3~~costs.

~~Simultaneously with the closing of the IPO, the~~Trust ~~Company consummated the sale of 3,850,000 warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant (the “Private Placement”), which is discussed in Note 4.~~Account

OnFollowing the closing of the IPO on January 1512, 2021, and the ~~underwriters~~exercise ~~exercised the~~of over-allotment ~~option~~on inJanuary ~~full~~15, to2021, ~~purchase 1~~$138,~~800~~000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “~~Over-allotment~~Trust ~~Units~~Account”) and invested in U.S. government securities, ~~generating~~with ~~aggregate gross~~a ~~proceeds~~maturity of ~~$18~~180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act,~~000,000~~ which invest only in direct U.S. ~~Simultaneously~~government treasury obligations. Except with respect to interest earned on the ~~closing~~funds ofheld in the ~~sale~~trust ofaccount that may be released to the ~~Over-allotment~~Company ~~Units~~to pay its tax obligations, the proceeds ~~Company~~from ~~consummated~~this Initial Public Offering will not be released from the ~~sale~~trust account until the earlier of: (a) the completion of anthe ~~additional 360,000 Private~~Company’s ~~Warrants~~initial atbusiness acombination, ~~price~~(b) the redemption of ~~$1.00 per~~the ~~Private~~Company’s ~~Placement~~public ~~Warrant~~shares inif athe ~~private~~Company ~~placement~~are unable to ~~the~~ ~~Sponsor,~~complete ~~generating~~its ~~gross~~initial ~~proceeds~~business ofcombination ~~$360,000~~in the required time period.

~~Transaction costs of the IPO including the exercise of over-allotment amounted to $3,465,153 consisting of $2,760,000 of underwriting fees and $705,153 of other offering costs.~~6

~~Trust~~Initial Business ~~Account~~Combination

~~Following~~The Company’s ~~the~~management ~~closing~~has ofbroad ~~the~~discretion ~~IPO~~with onrespect ~~January~~to ~~12, 2021 and~~ the ~~exercise~~specific application of ~~over-allotment on January 15, 2021, $138,000,000 from~~ the net proceeds of the ~~sale~~IPO, although substantially all of the ~~Units~~net inproceeds ~~the IPO~~are ~~and~~intended ~~the~~to ~~sale~~be ofapplied ~~the~~generally ~~Private~~toward ~~Warrants~~consummating ~~was~~a ~~placed~~Business inCombination. aThere ~~trust~~is ~~account~~no (assurance that the Company ~~“Trust~~will ~~Account”)~~be ~~and~~able ~~invested~~to incomplete ~~U.S.~~a ~~government securities,~~Business ~~with~~Combination asuccessfully. ~~maturity~~The ofCompany ~~180 days~~must orcomplete ~~less~~one or inmore ~~money~~Initial ~~market~~Business ~~funds~~Combinations having ~~meeting~~an ~~certain~~aggregate ~~conditions~~fair ~~under~~market ~~Rule 2a-7~~value ~~under~~of ~~the Investment~~at ~~Company~~least 80% ~~Act,~~of ~~which~~the ~~invest~~assets ~~only~~held in ~~direct~~the ~~U.S.~~Trust ~~government~~Account ~~treasury~~(as ~~obligations.~~defined ~~Except~~below) ~~with~~(excluding ~~respect~~the taxes topayable on interest earned onand ~~the funds~~less ~~held~~any ininterest ~~the~~earned ~~trust~~thereon ~~account~~ that ~~may~~is be released tofor taxes) at the ~~Company~~time toof ~~pay~~the ~~its~~agreement ~~tax~~to ~~obligations,~~enter into the ~~proceeds~~Initial ~~from~~Business ~~this~~Combination. ~~Initial~~However, ~~Public Offering~~the Company will ~~not~~only becomplete ~~released~~a ~~from~~Business Combination if the ~~trust~~post-transaction ~~account~~company owns ~~until~~or ~~the~~acquires 50% ~~earlier~~or more of: ~~(a)~~ the ~~completion~~outstanding voting securities of the ~~Company’s~~target ~~initial~~or ~~business combination,~~otherwise ~~(b) the~~acquires ~~redemption~~an ofinterest in the ~~Company’s~~target sufficient ~~public~~for ~~shares~~it ifnot ~~the~~to ~~Company~~be ~~are~~required ~~unable~~ to ~~complete~~register ~~its~~as ~~initial~~an ~~business combination~~investment incompany under the ~~required~~Investment ~~time~~Company ~~period~~Act 1940, as amended (the “Investment Company Act”).

6In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting called for such purpose at which public stockholder may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide its public stockholder with the opportunity to sell their public shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein.

~~Initial~~If the ~~Business~~Company ~~Combination~~determines to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether the Company will seek stockholder approval of a proposed business combination or will allow stockholder to sell their shares to the Company in a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If the Company determines to allow stockholder to sell their shares to the Company in a tender offer, it will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

The ~~Company’s management has broad discretion~~ ~~with~~common ~~respect~~stock tosubject ~~the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended~~ to beredemption ~~applied generally toward consummating a Business Combination. There~~ is norecorded ~~assurance~~at ~~that the Company will be able to complete~~ a ~~Business~~ ~~Combination~~redemption ~~successfully. The Company must complete one or more Initial Business Combinations having an aggregate fair market~~ value ofand atclassified ~~least 80%~~as oftemporary ~~the~~equity ~~assets~~upon ~~held in~~ the ~~Trust~~completion ~~Account~~of ~~(as defined below) (excluding~~ the ~~taxes payable on interest earned~~IPO, ~~and~~in ~~less~~accordance ~~any~~with ~~interest~~Accounting ~~earned~~Standards ~~thereon~~Codification ~~that is released for taxes~~(“ASC”) atTopic ~~the~~480 ~~time~~“Distinguishing ofLiabilities ~~the~~from ~~agreement to enter into the Initial Business Combination~~Equity.” ~~However~~In such case, the Company will ~~only~~proceed ~~complete~~with a Business Combination if the ~~post-transaction~~Company ~~company~~has ~~owns~~net ortangible ~~acquires 50%~~assets orof ~~more~~at ofleast ~~the~~$5,000,001 upon ~~outstanding~~such ~~voting~~consummation ~~securities~~ of ~~the~~a ~~target~~Business orCombination ~~otherwise~~and, ~~acquires~~if ~~an interest in~~ the ~~target~~Company ~~sufficient~~seeks ~~for~~stockholder itapproval, ~~not~~a tomajority beof ~~required~~the toissued ~~register~~and outstanding asshares anvoted ~~investment~~are ~~company~~voted ~~under~~in ~~the~~favor ~~Investment~~of ~~Company Act 1940, as amended (~~the ~~“Investment~~Business ~~Company Act”)~~Combination.

~~In connection with any proposed initial Business~~If ~~Combination,~~a ~~the Company will either (1) seek~~ stockholder ~~approval~~vote ofis ~~such~~not ~~initial~~required ~~Business~~by ~~Combination~~law atand athe ~~meeting~~Company ~~called~~does ~~for~~not ~~such purpose~~decide atto ~~which~~hold ~~public~~a stockholder ~~may seek to convert their public shares, regardless of whether they~~ vote for ~~or against the proposed~~ business ~~combination~~ or ~~don’t~~other ~~vote~~legal ~~at all~~reasons, the ~~into~~Company ~~their~~will, ~~pro~~pursuant ~~rata~~to ~~share~~its ofAmended ~~the~~and ~~aggregate~~Restated ~~amount~~Certificate ~~then~~of onIncorporation ~~deposit~~(the in“Amended ~~the~~and ~~trust~~Restated ~~account (net~~Certificate of ~~taxes payable~~Incorporation”), conduct ~~or (2) provide its public stockholder with~~ the ~~opportunity~~redemptions topursuant ~~sell their public shares~~ to the ~~Company by means of a~~ tender offer ~~(and~~rules ~~thereby~~of ~~avoid~~ the ~~need~~SEC ~~for~~and afile ~~stockholder~~tender ~~vote)~~offer ~~for~~documents anwith ~~amount equal to their pro rata share of~~ the ~~aggregate~~SEC ~~amount then~~prior ~~on deposit in the trust account (net of taxes payable), in each case subject~~ to ~~the~~completing a ~~limitations~~Business ~~described herein~~Combination.

If ~~the Company determines to engage in a tender~~, ~~offer~~however, ~~such tender offer will be structured so that each~~ stockholder ~~may~~approval ~~tender all~~ of ~~his,~~the ~~her~~transactions oris ~~its~~required ~~shares~~by ~~rather than some pro rata portion of his~~law, ~~her~~ or ~~its shares. The decision as to whether~~ the Company ~~will~~decides ~~seek~~to obtain stockholder approval offor ~~a proposed~~ business ~~combination~~ or ~~will~~legal ~~allow~~reasons, ~~stockholder to sell their shares to~~ the Company inwill ~~a tender~~ offer ~~will~~to beredeem ~~made~~shares ~~by the Company, solely~~ in ~~the~~conjunction ~~Company’s discretion,~~with ~~and will be based on~~ a ~~variety~~proxy ofsolicitation ~~factors~~pursuant ~~such~~to as the ~~timing~~proxy ofrules ~~the transaction~~ and ~~whether the terms of the transaction~~not ~~would~~pursuant ~~otherwise require us~~ to ~~seek stockholder approval. If~~ the ~~Company determines to allow stockholder to sell their shares to the Company in a~~ tender offer, itrules. ~~will~~Additionally, ~~file~~each ~~tender~~public ~~offer~~stockholder ~~documents~~may ~~with~~elect ~~the~~to ~~SEC~~redeem ~~which~~their ~~will~~Public ~~contain~~Shares ~~substantially~~irrespective ~~the~~of ~~same financial and other information~~whether ~~about~~they ~~the~~vote ~~initial~~for ~~business~~or ~~combination~~against ~~as is required under~~ the ~~SEC’s~~proposed ~~proxy rules~~transaction.

~~The~~Notwithstanding the ~~common~~foregoing ~~stock~~redemption ~~subject~~rights, toif ~~redemption~~the isCompany ~~recorded at~~seeks astockholder ~~redemption~~approval ~~value~~of ~~and~~its ~~classified~~initial asbusiness ~~temporary~~combination ~~equity~~and ~~upon~~ the ~~completion~~Company ofdoes ~~the~~not conduct ~~IPO,~~redemptions in ~~accordance~~connection with ~~Accounting~~its ~~Standards~~initial ~~Codification (“ASC”)~~business ~~Topic~~combination ~~480~~pursuant ~~“Distinguishing~~to ~~Liabilities~~the ~~from~~tender ~~Equity.”~~offer ~~In such case~~rules, the ~~Company~~Amended ~~will~~and ~~proceed~~Restated Certificate ~~with~~of aIncorporation ~~Business Combination~~provides ifthat ~~the~~a ~~Company~~public ~~has~~stockholder, ~~net~~together ~~tangible~~with ~~assets~~any affiliate of atsuch ~~least~~stockholder ~~$5,000,001 upon~~or ~~such~~any ~~consummation~~other ofperson with awhom ~~Business~~such ~~Combination~~stockholder ~~and, if~~is ~~the~~acting ~~Company~~in ~~seeks~~concert ~~stockholder~~or ~~approval,~~as a ~~majority~~“group” (as defined under Section 13 of the ~~issued~~Exchange ~~and~~Act), ~~outstanding~~will be restricted from redeeming its shares ~~voted~~with ~~are~~respect ~~voted~~to inmore ~~favor~~than an aggregate of 15% of the ~~Business~~shares ~~Combination~~sold in our initial public offering, without the Company’s prior consent.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination.7

~~If,~~The Company’s ~~however~~sponsor, ~~stockholder~~officers ~~approval~~and ofdirectors (the ~~transactions is~~“initial ~~required~~stockholder”) byhave ~~law,~~agreed ornot ~~the~~to ~~Company~~propose ~~decides~~any amendment to ~~obtain~~Amended and ~~stockholder~~Restated ~~approval~~Certificate ~~for~~of ~~business~~Incorporation orthat ~~legal~~would ~~reasons,~~affect the Company’s ~~will~~public ~~offer~~stockholder’s ability to ~~redeem~~convert or sell their shares to the Company in ~~conjunction~~connection with a ~~proxy~~business ~~solicitation~~combination ~~pursuant~~as todescribed herein or affect the ~~proxy~~substance ~~rules~~or ~~and~~timing ~~not~~of ~~pursuant~~our obligation to redeem 100% of its public shares if the ~~tender~~Company ~~offer~~does ~~rules.~~not ~~Additionally,~~complete a business combination within 18 months from the closing of ~~each~~the ~~Public~~IPO (the “Combination Period”) unless the Company provides its public stockholder ~~may~~with ~~elect~~the opportunity to ~~redeem~~convert their shares ~~Public~~of ~~Shares~~common ~~irrespective~~stock upon the approval of ~~whether~~any ~~they~~such ~~vote~~amendment ~~for~~at ora ~~against~~per-share price, payable in cash, equal to the ~~proposed~~aggregate ~~transaction~~amount then on deposit in the trust account, including interest not previously released to the Company but net of franchise and income taxes payable, divided by the number of then outstanding public shares.

~~Notwithstanding~~ If the ~~foregoing~~Company ~~redemption~~is ~~rights~~unable to complete its initial Business Combination within the Combination Period, if the Company ~~seeks~~will: ~~stockholder~~(i) ~~approval~~cease all operations except for the purpose of ~~its~~winding ~~initial~~up, ~~business~~(ii) ~~combination~~as ~~and~~promptly ~~the~~as ~~Company~~reasonably ~~does~~possible but not ~~conduct~~more ~~redemptions~~than inten ~~connection~~business days thereafter, redeem 100% ~~with~~of ~~its~~the ~~initial~~outstanding ~~business~~public ~~combination~~shares, ~~pursuant~~at toa ~~the~~per-share ~~tender~~price, ~~offer~~payable ~~rules~~in cash, equal to the ~~Amended~~aggregate ~~and~~amount ~~Restated~~then ~~Certificate~~on ofdeposit ~~Incorporation~~in ~~provides~~the trust account, ~~that~~including aany ~~public~~interest ~~stockholder,~~not ~~together~~previously ~~with~~released ~~any~~to ~~affiliate~~the Company (net of ~~such~~taxes ~~stockholder~~payable), ordivided ~~any~~by ~~other~~the ~~person~~number ~~with~~of ~~whom~~then ~~such~~outstanding ~~stockholder~~public shares, iswhich ~~acting~~redemption ~~in concert~~will orcompletely asextinguish apublic ~~“group”~~stockholders’ (rights as ~~defined~~stockholders ~~under~~(including ~~Section~~the 13right ofto ~~the~~receive further ~~Exchange~~liquidation ~~Act~~distributions, if any), ~~will~~subject beto ~~restricted~~applicable ~~from~~law, ~~redeeming~~and ~~its~~(iii) ~~shares~~as ~~with~~promptly as reasonably possible following such redemption, ~~respect~~subject to ~~more~~the ~~than~~approval anof ~~aggregate~~the ~~of 15%~~Company’s remaining stockholder and its board of ~~the~~directors, ~~shares~~dissolve ~~sold~~and liquidate, subject (in the ~~our~~case ~~initial~~of ~~public~~(ii) ~~offering,~~and ~~without~~(iii) above) to the Company’s ~~prior~~obligations ~~consent~~under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims.

7The Company’s initial stockholder agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the initial stockholder acquires public shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination during the Combination Period.

~~The Company’s sponsor, officers and directors~~Business (the “initial stockholder”) have agreed not to propose any amendment to Amended and Restated Certificate of Incorporation that would affect the Company’s public stockholder’s ability to convert or sell their shares to the Company in connection with a business combination as described herein or affect the substance or timing of our obligation to redeem 100% of its public shares if the Company does not complete a business combination within 18 months from the closing of the IPO (the “Combination Period”) unless the Company provides its public stockholder with the opportunity to convert their shares of common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to the Company but net of franchise and income taxes payable, divided by the number of then outstanding public shares.Agreement

~~If the Company is unable to complete its initial~~On ~~Business~~June ~~Combination~~14, ~~within~~2022, the ~~Combination Period~~Company, ~~the~~Moolec ~~Company~~Science ~~will:~~Limited, ~~(i)~~a ~~cease~~private ~~all~~limited ~~operations~~company ~~except~~incorporated ~~for~~under the ~~purpose~~laws of ~~winding~~England ~~up, (ii)~~and asWales ~~promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of~~ (the ~~outstanding public shares~~“Moolec”), atMoolec aScience ~~per-share price~~SA, ~~payable~~a inpublic ~~cash,~~limited ~~equal~~liability tocompany ~~the~~(société ~~aggregate~~anonyme) ~~amount~~governed ~~then~~by onthe ~~deposit~~laws inof the ~~trust~~Grand ~~account,~~Duchy ~~including~~of ~~any interest not~~Luxembourg ~~previously~~with ~~released~~its toregistered ~~the~~office ~~Company~~at ~~(net~~17, ofBoulevard ~~taxes~~F.W. ~~payable)~~Raiffeisen, ~~divided~~L-2411 byLuxembourg, ~~the~~Grand ~~number~~Duchy of ~~then~~Luxembourg ~~outstanding~~and ~~public~~registered ~~shares,~~with ~~which~~the ~~redemption~~Luxembourg ~~will~~Trade ~~completely~~and ~~extinguish public stockholders~~Companies’ ~~rights~~Register ~~as stockholders~~ (~~including~~Registre ~~the~~de ~~right~~Commerce toet ~~receive~~des ~~further liquidation distributions~~Sociétés, if ~~any~~Luxembourg), ~~subject~~under tonumber ~~applicable~~B268440 ~~law, and~~ (~~iii~~“Holdco”) ~~as promptly as reasonably possible following such redemption~~, ~~subject to the approval of~~ ~~the Company’s remaining stockholder~~ and ~~its~~Moolec ~~board of directors~~Acquisition, ~~dissolve and liquidate~~Inc., ~~subject~~a ~~(in~~Delaware ~~the~~corporation ~~case of~~ (~~ii)~~“Merger ~~and (iii~~Sub”) ~~above)~~ toentered ~~the~~into ~~Company’s~~a ~~obligations~~Business ~~under~~Combination ~~Delaware~~Agreement ~~law to provide for claims of creditors and~~ (the ~~requirements of other applicable~~“Business ~~law.~~Combination ~~The Company cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims~~Agreement”).

~~The~~Pursuant to the Business Combination Agreement, Moolec, Holdco, Merger Sub and the Company’s ~~initial~~will ~~stockholder~~enter ~~agreed~~into a business combination transaction pursuant to ~~waive~~which, ~~their~~among ~~rights~~other things, (a) pursuant to ~~liquidating~~the ~~distributions~~Exchange ~~from~~Agreements, each of the ~~Trust~~Moolec ~~Account~~Shareholders, ~~with~~effective ~~respect~~on the Exchange Effective Time, will contribute its respective Moolec Ordinary Shares to ~~any~~Holdco ~~founder~~in ~~shares~~exchange ~~held~~for Holdco Ordinary Shares to be subscribed for by ~~them~~each ifsuch Moolec Shareholder (such contributions and exchanges of the ~~Company~~Moolec Ordinary Shares for Holdco Ordinary Shares, collectively, ~~fails~~the “Exchange”), (b) as a result of the Exchange, the Moolec will become a wholly-owned subsidiary of Holdco, (c) immediately prior to ~~complete~~the ~~its~~consummation ~~initial~~of ~~business~~the ~~combination~~Merger ~~within~~but after the ~~Combination~~Exchange ~~Period.~~Effective ~~However~~Time, ifeach of the ~~initial~~Moolec ~~stockholder~~SAFE ~~acquires~~Holders ~~public~~will receive and become ~~shares~~holders of issued and outstanding Holdco Ordinary Shares, in oraccordance ~~after~~with the ~~IPO~~applicable Moolec SAFE, ~~they~~(d) ~~will~~following bethe ~~entitled~~consummation of tothe ~~liquidating~~Exchange, ~~distributions~~Merger ~~from~~Sub ~~the~~will ~~Trust~~merge ~~Account~~with and into Company, with ~~respect~~Company tosurviving such ~~public~~merger ~~shares~~and becoming a direct wholly-owned subsidiary ifof Holdco (the “Merger”) and, in the context of the Merger, all Company ~~fails~~Common Stock outstanding shall be converted into the right to ~~complete~~receive the Merger Consideration in the form of Holdco Ordinary Shares pursuant to a ~~Business~~share ~~Combination~~capital ~~during~~increase of Holdco, as set forth in this Agreement, and (e) in order to satisfy the Moolec’s obligations under that certain Consulting Agreement, dated June 18, 2021, by and between the Moolec and the Moolec’s Chief Financial Officer (“CFO”), CFO will be freely allotted an aggregate of 243,774 Holdco Ordinary Shares (the “CFO Free Shares”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Business Combination ~~Period~~Agreement.

~~Liquidity,~~Upon the ~~Capital~~terms ~~Resources~~and subject to the conditions set forth in the Business Combination Agreement and ~~Going~~the Exchange Agreements at the Exchange Effective ~~Concern~~Time, the Exchange will take place based on an exchange ratio of .66787343 used to determine the number of aggregate Holdco Shares valued at $10.00 per Holdco Share for which the aggregate Moolec Ordinary Shares will be exchanged (the “Exchange Consideration”). The valuation of the Moolec Ordinary Shares contributed to Holdco by the Moolec Shareholders against new Holdco Shares pursuant to the Exchange shall be deemed to be, as of the Exchange Effective Time, the sum of US$325,000,000.

AsPursuant to ofthe ~~March~~Exchange 31Agreements, ~~2022,~~each ~~the~~Moolec ~~Company~~Shareholder ~~had~~has ~~$199,230 in~~ also agreed to not transfer any of its ~~operating~~Moolec ~~bank~~Ordinary ~~account~~Shares ~~and~~before athe ~~working~~earlier to ~~capital~~occur ~~deficit~~of the Exchange and the termination of ~~approximately~~the ~~$1.8~~Business ~~million~~Combination Agreement pursuant to its terms.

Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) in exchange for the Founder Shares to cover certain offering costs, and a loan under an unsecured promissory note from the Sponsor of $125,000 (see Note 5). Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account.8

~~In addition, in order to finance transaction~~Backstop costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans.Agreement

~~The Company can raise additional capital through~~Concurrently ~~Working~~with ~~Capital Loans (as defined in Note 5) from~~ the ~~initial~~execution ~~stockholders,~~of the ~~Company’s~~Business ~~officers,~~Combination ~~directors~~Agreement, orUnion ~~their~~Group ~~respective affiliates~~Ventures ~~(which~~Limited, isTHEO ~~described~~I inSCSp, ~~Note~~UG 5)Holdings, orLLC ~~through~~and ~~loans~~Sponsor ~~from~~entered into ~~third~~the ~~parties.~~Backstop ~~None~~Agreement of (the ~~Sponsor~~“Backstop Agreement”), ~~officers~~pursuant ~~or directors are under any obligation~~ to ~~advance funds to~~which, oramong toother ~~invest in~~things, the ~~Company.~~parties Ifguaranteed, ~~the~~on a ~~Company~~several is(and ~~unable~~not tojoint) ~~raise additional capital~~basis, itto ~~may~~backstop bean ~~required to~~aggregate ~~take~~amount ~~additional~~equal ~~measures~~ to ~~conserve liquidity~~$10, ~~which could include~~000,000 ~~but~~after ~~not~~taking ~~necessarily~~into beaccount ~~limited~~the ~~to,~~EarlyBird ~~curtailing operations~~Fee, ~~suspending~~conditioned ~~the~~upon ~~pursuit~~Closing ofon ~~its~~the ~~business~~terms ~~plan,~~ and ~~reducing~~subject ~~overhead expenses. The Company cannot provide any assurance that new financing will be available~~ to itthe onconditions ~~commercially~~set ~~acceptable~~forth ~~terms,~~in ifthe atBackstop ~~all~~Agreement.

~~The Company anticipates that the $199,230 held~~Amendment ~~outside of the trust account as of March 31, 2022, might not be sufficient~~ to ~~allow~~Business ~~the~~Combination ~~Company~~Marketing to operate until July 12, 2022, the period it has to consummate an initial business combination, assuming that a business combination is not consummated during that time. Until consummation of our business combination, the Company will be using the funds not held in the trust account, and any additional Working Capital Loans from the initial stockholders, the Company’s officers and directors, or their respective affiliates, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.Agreement

On January 8, 2020, the Company entered into that certain Business Combination Marketing Agreement (“BCMA”) with EarlyBirdCapital, Inc. (“EBC”). It is a condition to the consummation of the transactions contemplated by the Business Combination Agreement that the Company and EBC enter into an amendment to the BCMA to provide for, among other things, a change in the compensation to be payable to EBC upon the Closing of the business combination. On June 14, 2022, the Company and EBC executed an amendment to the BCMA (the “Amendment”) whereby the Company shall pay to EBC (A) a cash fee at Closing equal to (i) 20% of the aggregate gross proceeds (up to a maximum of $3,830,000) held in the Trust Account (after redemptions and reduction of all additional payments included in the Trust Account to accommodate all extensions) and received by the Company in any financing in connection with the Business Combination regardless of the source of such funds, plus (ii) $1,000,000 and (B) in consideration of EBC introducing Moolec to the Company, Holdco shall issue to EBC a number of ordinary shares of Holdco equal to $2,000,000 divided by the lesser of (y) the volume weighted average price of Holdco’s ordinary shares for the ten trading days preceding the six month anniversary of the Closing and (z) $10.00, up to a maximum of 600,000 shares (the “Share Fee”). The Share Fee shall be issued to EBC within five business days of the six month anniversary of the Closing, and Holdco shall register the resale of the ordinary shares issued to EBC as promptly as practicable after their issuance. The Sponsor shall forfeit to Holdco for cancellation the same number of shares of common stock payable to EBC under such Share Fee.

~~The Company is required to complete its Initial~~Liquidity, ~~Business~~Capital ~~Combination~~Resources ~~within~~and 18Going ~~months from the date of IPO (January 12, 2021).~~Concern

~~If the Company is unable to complete its initial~~As ~~Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose~~ of ~~winding~~June up30, ~~(ii)~~ ~~as promptly as reasonably possible but not more than ten business days thereafter~~2022, ~~redeem 100% of~~ the ~~outstanding~~Company ~~public~~had ~~shares~~$5, ~~at a per-share price, payable~~ 422 in ~~cash,~~its ~~equal~~operating tobank ~~the aggregate amount then on deposit in the trust~~ account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and ~~(iii)~~a asworking ~~promptly~~capital asdeficit ~~reasonably possible following such redemption, subject to the approval~~ of ~~the~~ ~~Company’s~~approximately remaining stockholder and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law$2.6 It is not certain that The Company would be able to complete a business combination with the period of Initial Business Combination and Company cannot assure that it will have funds sufficient to pay or provide for creditors’ claimsmillion.

~~These~~Prior to ~~conditions~~the ~~raise~~completion ~~substantial~~of ~~doubt~~the ~~about~~ IPO, the Company’s ~~ability~~liquidity toneeds ~~continue~~had asbeen asatisfied ~~going~~through ~~concern~~a ~~through~~payment from the ~~next~~Sponsor 12of ~~months~~$25,000 (see Note if5) ain ~~business~~exchange ~~combination~~for the isFounder ~~not~~Shares ~~consummated. These~~to ~~unaudited~~cover ~~condensed~~certain ~~financial~~offering ~~statements~~costs, doand ~~not~~a ~~include~~loan ~~any~~under ~~adjustments~~an ~~relating~~unsecured promissory note from the Sponsor of $125,000 (see Note 5). Subsequent to the ~~recovery~~consummation of the ~~recorded~~IPO ~~assets~~and ofPrivate Placement, the ~~classification~~ ofCompany’s ~~the~~liquidity needs ~~liabilities~~have ~~that~~been ~~might~~satisfied bethrough ~~necessary~~the ~~should~~proceeds from the ~~Company~~consummation beof ~~unable~~the toPrivate ~~continue~~Placement asnot aheld ~~going~~in ~~concern~~the Trust Account.

~~Risks~~An affiliate of the Company’s chief executive officer has agreed to loan the Company an aggregate of up to $150,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (see Note 5). This loan is non-interest bearing and ~~Uncertainties~~payable on demand. The Company had drawn down $125,000 in 2020, which was still outstanding as of June 30, 2022. The Company issued several additional promissory notes to related parties in principal of an aggregate of $766,000. All notes are not interest bearing and are repayable upon conclusion of business combination. The principal balance may be prepaid at any time.

~~Management is currently evaluating the impact~~In ofaddition, ~~the~~in ~~COVID-19~~order ~~pandemic~~to ~~and~~finance ~~the~~transaction ~~Russian-Ukraine~~costs ~~war~~in ~~and~~connection ~~has~~with ~~concluded~~a ~~that~~Business ~~while~~Combination, ~~it is reasonably possible that~~ the ~~virus~~Company’s ~~and~~Sponsor ~~war~~or ~~could~~an affiliate ~~have~~of athe ~~negative~~Sponsor ~~effect~~or oncertain of the Company’s ~~financial~~officers ~~position, results of its operations,~~ and~~/or~~ ~~search~~directors ~~for a target company~~may, ~~the~~but ~~specific impact~~are is not ~~readily~~obligated ~~determinable~~to, asprovide of the ~~date~~Company ofWorking ~~these~~Capital Loans ~~unaudited~~(see ~~condensed~~Note ~~financial statements~~5). ~~The~~To ~~unaudited~~date, ~~condensed~~there ~~financial statements~~were dono ~~not~~amounts ~~include~~outstanding under any ~~adjustments~~Working ~~that~~Capital ~~might result from the outcome of this uncertainty~~Loans.

The Company can raise additional capital through Working Capital Loans (as defined in Note ~~2 —~~5) ~~Basis~~from the initial stockholders, the Company’s officers, directors, or their respective affiliates (which is described in Note 5), or through loans from third parties. None of ~~Presentation~~the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and ~~Significant~~reducing ~~Accounting~~overhead ~~Policies~~expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

~~Basis~~On July 8, 2022, the Sponsor issued a promissory note to Moolec, pursuant to which, Moolec agreed to loan to the Sponsor up to an aggregate principal amount of ~~Presentation~~$350,000 (the “Extension Funds”) to deposit into the Company’s Trust Account in connection with the extension of the Company’s termination date from July 12, 2022 to January 12, 2023 (or such earlier date as determined by the Board) (the “Extension Combination Period”).

The Company ~~accompanying~~anticipates ~~unaudited~~that ~~condensed~~the ~~financial statements~~$5,422 ~~are~~held ~~presented~~outside inof ~~U.S.~~the ~~dollars~~trust inaccount ~~conformity~~as ~~with~~of ~~accounting~~June ~~principles~~30, ~~generally~~2022, ~~accepted~~might innot ~~the~~be ~~United~~sufficient ~~States~~to ofallow ~~America~~the Company ~~(“GAAP”)~~to ~~for~~operate ~~financial~~until ~~information~~January ~~and~~12, ~~pursuant~~2023, to the ~~rules~~period ~~and~~it ~~regulations~~has ofto ~~the~~consummate ~~SEC.~~an ~~Accordingly,~~initial ~~they~~business docombination, ~~not~~assuming ~~include all~~that ofa ~~the~~business ~~information~~combination is ~~and~~not ~~footnotes~~consummated ~~required~~during bythat ~~GAAP~~time. InUntil ~~the~~consummation ~~opinion~~ of ~~management~~our business combination, the ~~unaudited~~Company ~~condensed~~will ~~financial~~be ~~statements~~using ~~reflect~~the funds not held in ~~all~~the ~~adjustments~~trust account, ~~which~~and ~~include~~any ~~only~~additional ~~normal~~Working ~~recurring~~Capital ~~adjustments~~Loans ~~necessary~~from ~~for~~ the ~~fair~~initial ~~statement~~stockholders, of the ~~balances~~Company’s officers and ~~results~~directors, or their respective affiliates, for ~~the~~identifying and evaluating prospective acquisition candidates, performing business due diligence ~~periods~~on ~~presented.~~prospective ~~Operating~~target ~~results~~businesses, ~~for~~traveling to and from the ~~three~~offices, ~~months~~plants ~~ended~~or ~~March~~similar 31locations of prospective target businesses, ~~2022~~reviewing corporate isdocuments ~~not~~and ~~necessarily~~material ~~indicative~~agreements of prospective target businesses, selecting the ~~results~~target ~~that~~business ~~may~~to acquire and structuring, benegotiating ~~expected~~and ~~through~~consummating ~~December~~the ~~31,~~business ~~2022~~combination.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 12, 2022.9

~~Emerging~~If the ~~Growth~~Company is unable to complete its initial Business Combination within the Extension Combination Period, the Company ~~Status~~will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholder and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. It is not certain that The Company would be able to complete a business combination with the period of Initial Business Combination and Company cannot assure that it will have funds sufficient to pay or provide for creditors’ claims.

~~The Company is an “emerging growth company”,~~These asconditions ~~defined~~raise insubstantial ~~Section 2(a)~~doubt ofabout the ~~Securities~~Company’s ~~Act~~ability ofto ~~1933,~~continue as ~~amended,~~a ~~(the~~going ~~“Securities~~concern ~~Act”),~~through ~~as modified by~~ the ~~Jumpstart Business~~next ~~Startups~~12 ~~Act of 2012~~months, ~~(the~~if ~~“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements~~a ~~that~~business ~~are~~combination ~~applicable~~is tonot ~~other~~consummated. ~~public~~These ~~companies~~unaudited ~~that~~condensed ~~are~~financial ~~not~~statements ~~“emerging~~do ~~growth companies” including, but~~ not ~~limited~~include ~~to,~~any ~~not being~~adjustments ~~required~~relating to ~~comply with~~ the recovery ~~auditor attestation requirements~~ of ~~Section 404 of~~ the ~~Sarbanes-Oxley~~recorded ~~Act~~assets of ~~2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from~~ the ~~requirements~~classification of ~~holding a~~the ~~non-binding~~liabilities ~~advisory~~that ~~vote~~might onbe ~~executive~~necessary ~~compensation~~should ~~and~~the ~~stockholder~~Company ~~approval~~be ofunable ~~any~~to ~~golden~~continue as ~~parachute~~a ~~payments~~going ~~not previously approved~~concern.

9Risks and Uncertainties

InManagement is ~~addition,~~currently ~~Section 107~~evaluating the impact of the ~~JOBS~~COVID-19 ~~Act also~~pandemic ~~provides~~and ~~that~~the anRussian-Ukraine ~~“emerging~~war ~~growth~~and ~~company”~~has ~~can~~concluded ~~take~~that ~~advantage~~while ofit is reasonably possible that the ~~extended~~virus ~~transition~~and ~~period~~war ~~provided~~could inhave ~~Section 7(~~a~~)(2)(B) of~~ negative effect on the ~~Securities~~Company’s ~~Act~~financial ~~for~~position, ~~complying~~results ~~with~~of ~~new~~its operations, and/or search ~~revised~~for ~~accounting~~a ~~standards.~~target Incompany, ~~other~~the ~~words,~~specific animpact ~~“emerging~~is ~~growth~~not ~~company” can~~readily ~~delay~~determinable as of the ~~adoption~~date of ~~certain~~these ~~accounting~~unaudited ~~standards~~condensed ~~until~~financial ~~those~~statements. The ~~standards~~unaudited ~~would~~condensed ~~otherwise~~financial ~~apply~~statements todo ~~private~~not ~~companies.~~include ~~The~~any ~~Company intends~~adjustments tothat ~~take~~might ~~advantage~~result offrom the ~~benefits~~outcome of this ~~extended transition period~~uncertainty.

~~Use~~Note 2 — Basis of ~~Estimates~~Presentation and Significant Accounting Policies

~~The preparation of these unaudited condensed~~Basis ~~financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.~~Presentation

~~Making~~The accompanying ~~estimates~~unaudited ~~requires~~condensed ~~management~~financial tostatements ~~exercise significant~~are ~~judgment~~presented in U.S. Itdollars isin atconformity ~~least~~with ~~reasonably~~accounting ~~possible~~principles ~~that~~generally accepted in the ~~estimate~~United States of America (“GAAP”) for financial information and pursuant to the ~~effect~~rules and regulations of the aSEC. ~~condition~~Accordingly, ~~situation~~they ordo ~~set~~not include all of ~~circumstances that~~the ~~existed~~information atand footnotes required by GAAP. In the ~~date~~opinion of management, the unaudited condensed financial statements reflect all adjustments, which ~~management~~include ~~considered~~only innormal ~~formulating~~recurring ~~its~~adjustments ~~estimate,~~necessary ~~could~~for the fair statement ~~change~~of inthe balances and results for the ~~near~~periods ~~term~~presented. ~~due~~Operating toresults ~~one~~for orthe ~~more~~three ~~future~~and ~~confirming~~six ~~events.~~months ~~Actual~~ ended June 30, 2022 is not necessarily indicative of the results ~~could~~that ~~differ~~may ~~from~~be ~~those~~expected ~~estimates~~through December 31, 2022.

~~Cash~~The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 12, 2022.

~~The Company considers all short-term investments~~Emerging ~~with~~Growth ~~an original maturity of three months or less when purchased to be cash and cash equivalents. The~~ Company ~~did not have any cash equivalents at March 31, 2022 and December 31, 2021.~~Status

~~Investment~~The Company is an “emerging growth company”, as defined in ~~Trust~~Section 2(a) ~~Account~~of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

The proceeds held in the Trust Account will be invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from our initial public offering will not be released from the Trust Account until the earlier of: (a) the completion of the Company’s initial business combination, (b) the redemption of the Company’s public shares if the Company is unable to complete its initial business combination within 18 months from the closing of our initial public offering. 10

~~At March 31~~In addition, ~~2022~~Section 107 ~~and~~of ~~December 31, 2021,~~ the ~~assets~~ ~~held~~JOBS inAct ~~the~~also ~~Trust~~provides ~~Account~~that ~~consisted~~an of“emerging ~~mutual~~growth ~~funds~~company” incan ~~the~~take ~~amount~~advantage of ~~$138,025,622~~the ~~and~~extended transition ~~$138,013,319,~~period ~~respectively,~~provided in Section ~~and~~7(a)(2)(B) of the ~~Company~~ ~~had~~Securities ~~not~~Act ~~withdrawn~~for ~~any~~complying ofwith ~~the~~new ~~interest~~or ~~income~~revised ~~from~~accounting ~~the~~standards. ~~Trust~~In other ~~Account~~words, toan ~~pay~~“emerging ~~its~~growth ~~tax~~company” ~~obligations~~can ~~for~~delay the ~~period~~adoption ~~from~~of ~~July~~certain ~~28,~~accounting ~~2020 to~~standards ~~March~~until ~~31,~~those ~~2022.~~standards ~~The~~would otherwise ~~mutual~~apply ~~funds~~to ~~held~~private incompanies. ~~the~~The ~~Trust~~Company ~~Account~~intends ~~were~~to ~~available~~take ~~for~~advantage ~~sale~~of ~~and~~the ~~reported~~benefits atof ~~fair~~this ~~value~~extended transition period.

~~The carrying value and fair value~~ Use of ~~mutual funds held in Trust Account on March 31, 2022 are as follows:~~Estimates

		Carrying Value				Fair Value
U.S. Money Market		$	138,025,622			$	138,025,622

The preparation of these unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

~~The~~Making estimates ~~carrying~~requires ~~value~~management ~~and~~to ~~fair~~exercise ~~value~~significant judgment. It is at least reasonably possible that the estimate of ~~mutual~~the ~~funds~~effect of ~~held~~a incondition, ~~Trust~~situation ~~Account~~or onset ~~December~~of 31circumstances that existed at the date of the unaudited condensed financial statements, ~~2021~~which ~~are~~management considered asin ~~follows:~~formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

		Carrying Value				Fair Value
U.S. Money Market		$	138,013,319			$	138,013,319

Cash

10The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents at June 30, 2022 and December 31, 2021.

~~Fair-Value~~Investment in ~~Measurements~~Trust Account

The proceeds ~~fair~~held ~~value~~in of the ~~Company’s~~Trust ~~assets and~~Account ~~liabilities,~~will ~~which~~be ~~qualify~~invested asin ~~financial~~U.S. ~~instruments~~government ~~under~~securities, ~~ASC~~with ~~Topic~~a ~~820,~~maturity ~~“Fair~~of ~~Value~~180 ~~Measurement,”~~days ~~approximates~~or ~~the~~less ~~carrying amounts~~or ~~represented~~ in ~~the~~money ~~accompanying~~market funds ~~balance~~meeting ~~sheet,~~certain ~~primarily~~conditions ~~due~~under toRule ~~their short~~2a-~~term~~7 ~~nature.~~under ~~Fair~~the ~~value~~Investment isCompany ~~defined~~Act, aswhich ~~the~~invest ~~price~~only ~~that would~~in bedirect ~~received~~U.S. ~~for~~government ~~sale~~treasury obligations. ofExcept anwith ~~asset~~respect orto ~~paid~~interest ~~for~~earned ~~transfer~~on ofthe afunds ~~liability,~~held in anthe ~~orderly~~Trust ~~transaction~~Account ~~between~~that ~~market~~may ~~participants~~be atreleased to the Company to pay its tax obligations, the ~~measurement~~proceeds ~~date.~~from ~~GAAP~~our ~~establishes~~initial apublic ~~three-tier~~offering ~~fair~~will ~~value~~not ~~hierarchy,~~be ~~which~~released ~~prioritizes~~from the ~~inputs~~Trust ~~used~~Account inuntil ~~measuring~~the ~~fair~~earlier ~~value.~~of: ~~The~~(a) ~~hierarchy gives~~ the ~~highest~~completion ~~priority~~of tothe ~~unadjusted~~Company’s ~~quoted~~initial ~~prices~~business incombination, ~~active~~(b) ~~markets~~the ~~for~~redemption ~~identical~~of ~~assets~~the orCompany’s ~~liabilities~~public ~~(Level~~shares 1if ~~measurements)~~the ~~and~~Company ~~the~~is ~~lowest~~unable ~~priority~~ to ~~unobservable~~complete ~~inputs~~its ~~(Level~~initial 3business ~~measurements).~~combination ~~These~~within ~~tiers~~the ~~include:~~Extension Combination Period.

●At June ~~Level~~30, 12022 and December 31, ~~defined~~2021, the asassets ~~observable~~held ~~inputs~~in ~~such~~the asTrust ~~quoted~~Account ~~prices~~consisted ~~(unadjusted)~~of mutual funds in the amount of $138,200,919 and $138,013,319, respectively, and the Company had not withdrawn any of the interest income from the Trust Account to pay its tax obligations for ~~identical~~the ~~instruments~~period from July 28, 2020 to June 30, 2022. The mutual funds held in ~~active~~the ~~markets;~~Trust Account were available for sale and reported at fair value.

●The carrying ~~Level~~value 2,and ~~defined~~fair asvalue ~~inputs~~of ~~other~~mutual ~~than~~funds ~~quoted~~held ~~prices~~ in ~~active~~Trust ~~markets~~Account ~~that~~on ~~are~~June ~~either~~30, ~~directly~~2022 orare ~~indirectly observable such~~ as ~~quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and~~follows:

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

		Carrying Value				Fair Value
U.S. Money Market		$	138,200,919			$	138,200,919

~~In some circumstances, the inputs used to measure~~The ~~fair~~carrying value ~~might~~and ~~be categorized within different levels of the~~ fair value ~~hierarchy.~~of Inmutual ~~those~~funds ~~instances,~~held ~~the fair value measurement is categorized~~ in ~~its~~Trust ~~entirety~~Account ~~in the fair value hierarchy based~~ on ~~the~~December ~~lowest~~31, ~~level~~2021 ~~input~~are ~~that~~as ~~is significant to the fair value measurement.~~follows:

Concentration of Credit Risk

		Carrying Value				Fair Value
U.S. Money Market		$	138,013,319			$	138,013,319

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.11

~~Common Stock Subject to Possible Redemption~~Fair-Value Measurements

The fair ~~Company~~value ~~accounts~~of ~~for~~the ~~its~~Company’s ~~common~~assets ~~stock~~and ~~subject~~liabilities, towhich ~~possible~~qualify ~~redemption in~~as ~~accordance~~financial ~~with~~instruments ~~the~~under ~~guidance in~~ ASC Topic ~~480~~820, “~~Distinguishing~~Fair ~~Liabilities from Equity.~~Value Measurement,” ~~Common~~approximates ~~stock~~the ~~subject~~carrying toamounts ~~mandatory redemption~~represented ~~(if~~in ~~any)~~the isaccompanying ~~classified~~balance assheet, aprimarily ~~liability~~due ~~instrument~~to ~~and~~their isshort-term nature. ~~measured~~Fair ~~at fair~~ value. ~~Conditionally~~is ~~redeemable~~defined ~~common~~as ~~stock~~the ~~(including common~~price ~~stock~~ that ~~features~~would ~~redemption~~be ~~rights~~received ~~that~~for ~~are~~sale ~~either~~of ~~within~~an ~~the~~asset ~~control~~or ofpaid ~~the~~for ~~holder~~transfer orof ~~subject~~a toliability, ~~redemption~~in ~~upon~~an ~~the occurrence~~orderly oftransaction ~~uncertain~~between ~~events~~market ~~not~~participants ~~solely~~at ~~within~~ the ~~Company’s~~measurement ~~control)~~date. isGAAP ~~classified~~establishes asa ~~temporary~~three-tier ~~equity.~~fair Atvalue ~~all other times~~hierarchy, ~~common~~which ~~stock~~prioritizes isthe ~~classified~~inputs asused ~~stockholders’~~in ~~deficit~~measuring fair value. The ~~Company’s~~hierarchy ~~common~~gives ~~stock features certain redemption rights that are considered to be outside of~~ the ~~Company’s~~highest ~~control~~priority ~~and subject~~ to ~~the~~unadjusted ~~occurrence~~quoted ofprices ~~uncertain~~in ~~future~~active ~~events.~~markets ~~Accordingly,~~for ~~common stock subject~~identical toassets ~~possible~~or ~~redemption~~liabilities is(Level ~~presented~~1 atmeasurements) ~~redemption~~and ~~value~~the aslowest ~~temporary~~priority ~~equity,~~to ~~outside~~unobservable ofinputs ~~the~~(Level ~~stockholders’~~3 ~~deficit~~measurements). ~~section~~These oftiers ~~the Company’s condensed balance sheet.~~include:

At● ~~March~~Level 311, ~~2022,~~defined ~~the~~as ~~common~~observable ~~stock~~inputs ~~reflected~~such inas ~~the~~quoted ~~balance~~prices ~~sheets are~~(unadjusted) ~~reconciled~~for inidentical ~~the~~instruments ~~following~~in ~~table:~~active markets;

Gross Proceeds	$	138,000,000
Less: Proceeds allocated to Public Warrants		(5,795,688	)
Less: Issuance costs related to common stock		(3,465,153	)
Plus: Remeasurement of carrying value to redemption value		9,260,841
Common stock subject to possible redemption	$	138,000,000

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

11● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~Net~~In some ~~Income~~circumstances, ~~Per~~the ~~Common~~inputs ~~Share~~used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

~~The Company complies with accounting and disclosure~~Concentration ~~requirements~~ of ~~FASB~~Credit ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per common share for redeemable common stock and non-redeemable common stock is calculated by dividing net income, allocated proportionally to each class of common stock, attributable to the Company by the weighted average number of shares of redeemable common stock and non-redeemable common stock outstanding.Risk

~~The~~Financial instruments that potentially subject the Company ~~did~~to ~~not~~concentrations ~~include~~of ~~the~~credit ~~warrants~~risk asconsist ~~they~~of cash accounts in a financial institution, ~~are~~which, ~~anti-dilutive~~at times, may exceed the Federal Depository Insurance Coverage of $250,000. AsAt aJune ~~result~~30, ~~diluted~~2022 ~~income~~and ~~per~~December ~~share~~31, is2021, the Company has ~~same~~not asexperienced ~~basic~~losses ~~income~~on ~~per~~these ~~share~~accounts ~~for~~and management believes the ~~period~~Company ~~presented~~is not exposed to significant risks on such accounts.

~~Accordingly, basic and diluted income per common~~Common ~~share~~Stock isSubject ~~calculated~~to asPossible ~~follows:~~Redemption

	For the Three Months ended March 31, 2022		For the Three Months ended March 31, 2021
Common stock subject to possible redemption
Numerator:
Net income allocable to common stock subject to possible redemption	$	179,556	$	817,535
Denominator:
Weighted average redeemable common stock, basic and diluted		13,800,000		12,033,708
Basic and diluted net income per stock, redeemable common stock	$	0.01	$	0.07
Non-redeemable common stock
Numerator:
Net income allocable to common stock not subject to redemption	$	46,450	$	236,444
Denominator:
Weighted average non-redeemable common stock, basic and diluted		3,570,000		3,480,337
Basic and diluted net income per stock, common stock	$	0.01	$	0.07

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet.

~~Offering~~At June ~~Costs~~30, ~~associated~~2022, ~~with~~the common stock reflected in the ~~Initial Public~~balance ~~Offering~~sheets are reconciled in the following table:

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ deficit upon the completion of the IPO. The Company determined the Public Warrants qualified for equity treatment, and accordingly, offering costs in the aggregate of $3,465,153 have been charged to stockholders’ deficit (consisting of $2,760,000 of underwriting fees and $705,153 of other offering costs).

Gross Proceeds	$	138,000,000
Less: Proceeds allocated to Public Warrants		(5,795,688	)
Less: Issuance costs related to common stock		(3,465,153	)
Plus: Remeasurement of carrying value to redemption value		9,260,841

Common stock subject to possible redemption	$	138,000,000

~~Warrant Liability~~ 12

~~The Company accounts for the Public Warrants~~Net ~~and~~Income ~~Private Warrants~~ (~~as defined in Note 1, 2 and 3~~Loss) ~~collectively~~Per ~~(“Warrants”),~~Common as either equity or liability-classified instruments based on an assessment of the specific terms of the Warrants and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 815, “Derivatives and Hedging”. The assessment considers whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent annual period end date while the Warrants are outstanding.Share

12The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for redeemable common stock and non-redeemable common stock is calculated by dividing net income (loss), allocated proportionally to each class of common stock, attributable to the Company by the weighted average number of shares of redeemable common stock and non-redeemable common stock outstanding.

~~For~~The Company ~~issued~~did ornot ~~modified~~include ~~warrants that meet all of~~ the ~~criteria for equity classification, such~~ warrants ~~are required to be recorded~~ as athey ~~component~~are ~~of additional paid~~anti-~~in capital at the time of issuance~~dilutive. ~~For~~As ~~issued~~a ~~or modified warrants that do not meet all the criteria for equity classification~~result, ~~such~~diluted ~~warrants~~income ~~are required~~(loss) toper beshare ~~recorded~~is ~~at their initial fair value on~~ the ~~date~~same ofas ~~issuance,~~basic ~~and each balance sheet date thereafter. Changes in the estimated~~income ~~fair~~(loss) ~~value~~per ofshare ~~liability-classified~~for ~~warrants are recognized as a non-cash gain or loss on~~ the ~~statements~~period ~~of operations~~presented.

~~The Company accounts for the Private Warrants~~Accordingly, inbasic ~~accordance~~and ~~with~~diluted ~~ASC~~income ~~815-40~~(loss) ~~under~~per ~~which~~common ~~the~~share ~~Private~~is ~~Warrants~~calculated ~~do not meet the criteria for equity classification and must be recorded~~ as liabilities. The fair value of the Private Warrants has been estimated using the Monte Carlo simulation model. See Note 6 for further discussion of the pertinent terms of the Warrants used to determine the value of the Private Warrants.follows:

The Company evaluated the Public Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that they met the criteria for equity classification and are required to be recorded as part a component of additional paid-in capital at the time of issuance.

	Three Months ended June 30,						Six Months ended June 30,
	2022			2021			2022		2021
Common stock subject to possible redemption
Numerator:
Net income (loss) allocable to common stock subject to possible redemption	$	(62,556	)	$	(1,484,279	)	$	117,000	$	(639,780	)
Denominator:
Weighted average redeemable common stock, basic and diluted		13,800,000			13,800,000			13,800,000		12,926,667
Basic and diluted net income (loss) per stock, redeemable common stock	$	(0.00	)	$	(0.11	)	$	0.01	$	(0.05	)

Non-redeemable common stock
Numerator:
Net income (loss) allocable to common stock not subject to redemption	$	(16,183	)	$	(383,976	)	$	30,267	$	(174,496	)
Denominator:
Weighted average non-redeemable common stock, basic and diluted		3,570,000			3,570,000			3,570,000		3,525,667
Basic and diluted net income (loss) per stock, common stock	$	(0.00	)	$	(0.11	)	$	0.01	$	(0.05	)

~~Income~~On ~~Taxes~~July 8, 2022, LightJump held a special meeting of stockholders. At the meeting, LightJump’s stockholders approved the Extension Amendment extending the date by which LightJump must consummate its initial business combination from July 12, 2022 to January 12, 2023. Stockholders holding 11,032,790 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $110,507,220.68 (approximately $10.02 per share) was removed from the Trust Account to pay such holders. Following redemptions, LightJump had 2,767,210 Public Shares outstanding and the aggregate amount remaining in the Trust Account is $27,993,797.65 (which includes an additional $276,721 contributed by the Sponsor in connection with the Extension).

~~The Company follows the asset and liability method~~Offering ofCosts ~~accounting~~associated ~~for~~with ~~income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for~~ the ~~estimated~~Initial ~~future~~Public tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.Offering

~~ASC 740 prescribes a recognition threshold and~~The aCompany ~~measurement~~complies ~~attribute~~with ~~for~~ the ~~financial~~requirements ~~statement~~of ~~recognition~~ASC 340-10-S99-1 and ~~measurement~~SEC ofStaff ~~tax~~Accounting ~~positions~~Bulletin ~~taken~~(“SAB”) orTopic ~~expected~~5A to– be“Expenses of ~~taken~~Offering”. inOffering acosts ~~tax return.~~consist ~~For~~principally ~~those~~of ~~benefits~~professional toand beregistration ~~recognized,~~fees aincurred ~~tax~~through ~~position~~the ~~must~~balance besheet ~~more~~date that ~~likely~~are ~~than~~related ~~not~~ to bethe ~~sustained~~IPO ~~upon~~and ~~examination~~were bycharged ~~taxing~~to ~~authorities. There~~stockholders’ ~~were~~deficit noupon ~~unrecognized~~the ~~tax~~completion ~~benefits as~~ of ~~March~~the ~~31, 2022 and December 31, 2021~~IPO. The Company’s ~~management~~ determined ~~that~~ the ~~United States~~Public isWarrants ~~the~~qualified ~~Company’s~~for ~~only~~equity ~~major~~treatment, ~~tax jurisdiction. The Company recognizes accrued interest~~ and ~~penalties~~accordingly, ~~related to~~offering ~~unrecognized~~costs ~~tax~~in ~~benefits as income tax expense. No amounts were accrued for~~ the ~~payment~~aggregate of ~~interest and penalties as of March 31~~$3, ~~2022 and December 31~~465,153 have ~~2021.~~been ~~The~~charged to ~~Company~~stockholders’ isdeficit ~~currently~~(consisting ~~not~~of ~~aware~~ $2,760,000 of ~~any~~underwriting ~~issues~~fees ~~under~~and ~~review that could result in significant payments~~$705, ~~accruals~~153 of orother ~~material~~offering ~~deviation from its position~~costs).

~~The Company is subject to income tax examinations~~Warrant by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.Liability

~~Recent~~The Company accounts for the Public Warrants and Private Warrants (as defined in Note 1, 2 and 3) collectively (“Warrants”), as either equity or liability-classified instruments based on an assessment of the specific terms of the Warrants and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 815, “Derivatives and Hedging”. The assessment considers whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent annual period end date while the Warrants are outstanding.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2022. The adoption did not impact the Company’s financial position, results of operations or cash flows.13

~~Management~~For issued ~~does~~or ~~not~~modified ~~believe~~warrants that ~~any~~meet ~~other~~all ~~recently~~of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued, ~~but~~or modified warrants that do not ~~effective,~~meet ~~accounting~~all ~~standards,~~the ifcriteria ~~currently~~for ~~adopted~~equity classification, such ~~would~~warrants ~~have~~are arequired ~~material~~to ~~effect~~be recorded at their initial fair value on the ~~Company’s~~date ~~unaudited~~of issuance, and each balance sheet date thereafter. ~~condensed~~Changes ~~financial~~in the estimated fair value of liability-classified warrants are recognized as a non-cash gain or loss on the statements of operations.

13The Company accounts for the Private Warrants in accordance with ASC 815-40 under which the Private Warrants do not meet the criteria for equity classification and must be recorded as liabilities. The fair value of the Private Warrants has been estimated using the Monte Carlo simulation model. See Note 6 for further discussion of the pertinent terms of the Warrants used to determine the value of the Private Warrants.

~~Note~~The Company 3evaluated the Public Warrants in accordance with ASC 815-40, “Derivatives and Hedging — ~~Initial~~Contracts ~~Public~~in ~~Offering~~Entity’s Own Equity” and concluded that they met the criteria for equity classification and are required to be recorded as part a component of additional paid-in capital at the time of issuance.

~~Pursuant to the Initial Public Offering, the~~Income Company sold 12,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Common Stock, par value $0.0001 per share and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share. Each whole warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.Taxes

OnThe Company ~~January~~accounts 15for income taxes under ASC 740, ~~2021~~“Income Taxes.” ASC 740, Income Taxes, requires the ~~Underwriters~~recognition ~~exercised~~of deferred tax assets and liabilities for both the ~~over-allotment~~expected ~~option~~impact inof ~~full~~differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to ~~purchase 1~~be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30,~~800~~ 2022 and December 31,~~000 Units~~ 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ~~The~~Our ~~proceeds~~effective oftax ~~$18~~rate was (4.90)% and 2.44% for the three and six months ended June 30,~~000~~ 2022,~~000~~ and 0.00% and 0.00% for the three and six months ended June 30, 2021. The effective tax rate differs from the ~~over-allotment~~statutory ~~was~~tax rate of 21% for the three and ~~deposited~~six months ended June 30, 2022, due to changes in ~~the~~fair ~~Trust~~of ~~Account~~warrant ~~after~~liabilities, ~~deducting~~and the ~~underwriting~~valuation ~~fees~~allowance on the deferred tax assets.

~~The~~ASC 740 ~~underwriters~~also ~~were~~clarifies ~~paid~~the aaccounting ~~cash~~for ~~underwriting~~uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes ~~fee~~a recognition threshold and measurement process for financial statement recognition and measurement of 2 a tax position taken or expected to be taken in a tax return.0% ofFor ~~the~~those ~~gross~~benefits ~~proceeds~~to ofbe ~~the~~recognized, ~~IPO~~a ~~and~~tax ~~over~~position must be more-~~allotment,~~likely-than-not orto $2be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition,~~760~~ classification,~~000~~ interest and penalties, accounting in ~~the~~interim period, ~~aggregate~~disclosure and transition.

~~Note~~The Company ~~4 —~~recognizes ~~Private~~accrued ~~Placement~~interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

~~Simultaneously~~The Company ~~with~~has ~~the~~identified ~~closing of~~ the ~~IPO, the Company’s~~United ~~Sponsor~~States ~~purchased~~as anits ~~aggregate~~only ~~of 3,850,000 warrants~~“major” attax ajurisdiction. ~~price~~The ofCompany ~~$1.00 per~~is ~~warrant,~~subject ~~for~~to anincome ~~aggregate~~taxation ~~purchase~~by ~~price~~major oftaxing ~~$3,850,000,~~authorities insince ~~a private placement~~inception. ~~The~~These ~~proceeds~~examinations ~~from~~may ~~the~~include ~~private~~questioning ~~placement of~~ the ~~Private~~timing ~~Warrants~~and ~~were~~amount ~~added~~of todeductions, the ~~proceeds~~ nexus of ~~this~~income ~~Initial~~among ~~Public~~various ~~Offering~~tax jurisdictions and ~~placed~~compliance inwith afederal ~~U.S.-based~~and ~~trust~~state ~~account~~tax ~~maintained~~laws. byThe ~~Continental Stock Transfer & Trust~~ Company,’s asmanagement ~~trustee.~~does ~~If we do~~ not ~~complete an initial business combination within 18 months from the closing of this Initial Public Offering,~~expect ~~the~~that ~~proceeds from~~ the ~~sale~~total amount of ~~the~~unrecognized ~~Private~~tax ~~Warrants~~benefits will bematerially ~~included~~change inover the ~~liquidating~~next ~~distribution~~twelve ~~to our public stockholders and the Private Warrants will be worthless~~months.

~~On January 15, 2021, the Underwriters exercised~~Recent ~~the~~Accounting over-allotment option in full to purchase 1,800,000 Units. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 360,000 Private Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $360,000.Standards

~~Note~~In August 52020, —the ~~Related~~FASB ~~Party~~issued ~~Transactions~~ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2022. The adoption did not impact the Company’s financial position, results of operations or cash flows.

~~Founder~~Management does ~~Shares~~not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

On September 11, 2020, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of common stock, par value $0.0001 (the “Founder Shares”). On January 11, 2021, the Company effected a stock dividend of 0.2 shares for each share outstanding (the “Dividend”), resulting in there being an aggregate of 3,450,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock dividend. Up to 450,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. On January 15, 2021, the overallotment was exercised in full and all of the 450,000 shares were no longer subject to forfeiture.14

~~Promissory~~ Note 3 — ~~Related~~Initial ~~Party~~Public Offering

AnPursuant to ~~affiliate~~the ofInitial Public Offering, the Company’s ~~chief~~sold 12,000,000 Units ~~executive~~at ~~officer~~a ~~has~~price ~~agreed to~~of ~~loan~~$10.00 per ~~the~~Unit. ~~Company~~Each anUnit ~~aggregate~~consists of one upshare toof ~~$150~~Common Stock,~~000 to~~ ~~cover~~par ~~expenses~~value ~~related~~$0.0001 per toshare ~~the~~and ~~Initial~~one-half ~~Public~~of ~~Offering~~one ~~pursuant~~redeemable towarrant ~~a promissory note~~ (~~the~~each, a “~~Note~~Public Warrant”). Each whole ~~This~~Public ~~loan~~Warrant isentitles ~~non-interest~~the ~~bearing~~holder ~~and~~to ~~payable~~purchase onone ~~demand.~~share ~~The~~of ~~Company~~Common ~~had~~Stock ~~drawn~~at ~~down~~a price of $~~125,000~~11.50 per inshare. ~~2020,~~Each ~~which~~whole warrant ~~was~~will ~~still~~become ~~outstanding~~exercisable as30 days after the completion of ~~both~~the ~~March~~initial ~~31,~~Business ~~2022~~Combination and ~~December~~will 31expire five years after the completion of the initial Business Combination, ~~2021~~or earlier upon redemption or liquidation.

~~The~~On January ~~Company~~15, ~~entered~~2021, ~~into~~the ~~three~~Underwriters ~~additional~~exercised ~~promissory~~the ~~notes~~over-allotment tooption ~~related~~in ~~parties:~~full onto ~~February 9~~purchase 1, ~~2022~~800,000 Units. ~~for~~The ~~the~~proceeds ~~amount~~ of $~~200~~18,000,000 from ~~on February 25, 2022, for~~ the ~~amount~~over-allotment ofwas ~~$203,000,~~deposited ~~and~~in onthe ~~March~~Trust ~~22,~~Account ~~2022~~after ~~for~~deducting the ~~additional~~underwriting ~~$230,000~~fees.

OnThe underwriters ~~April~~were 7,paid ~~2022,~~a cash underwriting fee of 2.0% of the ~~Company~~gross ~~executed~~proceeds ~~additional promissory~~of ~~note~~the ~~amounting~~IPO toand over-allotment, or $32,760,000. in the aggregate.

~~All three notes are not interest bearing and are repayable upon conclusion~~Note of4 — ~~business~~Private ~~combination. The principal balance may be prepaid at any time.~~Placement

~~Due~~Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 3,850,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $3,850,000, in a private placement. The proceeds from the private placement of the Private Warrants were added to ~~Related~~the ~~Party~~proceeds of this Initial Public Offering and placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, as trustee. If we do not complete an initial business combination within the Extension Combination Period, the proceeds from the sale of the Private Warrants will be included in the liquidating distribution to our public stockholders and the Private Warrants will be worthless.

AsOn January of15, ~~March~~2021, 31the Underwriters exercised the over-allotment option in full to purchase 1,800,000 Units. ~~2022~~Simultaneously with the closing of the exercise of the overallotment option, the ~~Due~~Company tocompleted ~~Related~~the ~~Party~~private ~~balance~~sale of ~~$260~~an aggregate of 360,000 Private Warrants ~~represents~~to the ~~Administrative~~Sponsor ~~Support~~at ~~Expense~~a ~~(defined~~purchase ~~below)~~price ~~and~~of ~~additional funds~~$1.00 per ~~from~~Private ~~founders~~Placement inWarrant, ~~December~~generating ~~2021~~gross proceeds of $360,000.

14Note 5 — Related Party Transactions

~~Working Capital Loans~~Founder Shares

InOn September ~~order~~11, to2020, ~~finance~~the ~~transaction~~Sponsor ~~costs~~paid in$25,000, ~~connection with~~or aapproximately ~~Business~~$0.009 per ~~Combination~~share, ~~the~~to ~~Sponsor~~cover orcertain anoffering ~~affiliate~~costs in consideration for 2,875,000 shares of ~~the~~common ~~Sponsor~~stock, orpar ~~certain~~value of $0.0001 (the ~~Company’s~~“Founder ~~officers~~Shares”). On ~~and~~January ~~directors~~11, ~~may~~2021, ~~but~~the ~~are~~Company ~~not~~effected ~~obligated~~a ~~to,~~stock ~~loan~~dividend ~~the~~of 0.2 shares ~~Company~~for ~~funds~~each asshare ~~may~~outstanding ~~be required~~ (~~“Working~~the ~~Capital Loans~~“Dividend”)., Ifresulting ~~the~~in ~~Company~~there being ~~completes~~an ~~a Business~~aggregate ~~Combination~~of 3,450,000 Founder ~~the~~Shares ~~Company~~outstanding. All ~~would~~shares ~~repay~~and ~~the~~associated ~~Working~~amounts ~~Capital~~have ~~Loans.~~been Inretroactively restated ~~the~~to ~~event~~reflect ~~that~~the astock ~~Business~~dividend. ~~Combination~~Up ~~does not close~~to 450,000 Founder ~~the Company~~Shares ~~may~~were ~~use~~subject ato ~~portion~~forfeiture ofto ~~proceeds~~the ~~held~~extent ~~outside~~that the ~~Trust~~over-allotment option ~~Account~~was tonot ~~repay~~exercised ~~the~~in ~~Working~~full ~~Capital~~by ~~Loans~~the ~~but~~underwriters. noOn ~~proceeds~~January ~~held~~15, in2021, the ~~Trust Account~~overallotment ~~would~~was beexercised ~~used~~in tofull ~~repay~~and all of the 450,000 shares were ~~Working~~no ~~Capital~~longer ~~Loans~~subject to forfeiture.

~~Except for the foregoing, the terms of such Working~~Promissory ~~Capital~~Note ~~Loans,~~— ifRelated any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Warrants at a price of $1.00 per warrant. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.Party

~~Administrative~~An affiliate ~~Support~~of ~~Agreement~~the Company’s chief executive officer has agreed to loan the Company an aggregate of up to $150,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on demand. The Company had drawn down $125,000 in 2020, which was still outstanding as of both June 30, 2022 and December 31, 2021.

~~Commencing on~~ During the ~~date~~first quarter of ~~the final prospectus~~2022, the Company ~~has~~entered ~~agreed~~into tothree ~~pay~~additional ~~the~~promissory ~~Sponsor~~notes ato ~~total~~related ofparties: ~~$10,000 per~~on ~~month~~February ~~for~~9, ~~office space~~2022, ~~secretarial~~for ~~and administrative services~~the ~~(“Administrative~~amount ~~Support Expense”). Upon completion~~ of ~~the~~$200,000, ~~initial~~on ~~Business~~February ~~Combination~~25, ~~or the Company’s liquidation~~2022, ~~the~~ ~~Company~~for ~~will cease paying these monthly fees. For~~ the ~~three~~amount ~~months~~of ~~ended March 31~~$203,000, ~~2022~~ and ~~three~~on ~~months ended~~ March 3122, ~~2021~~2022 for the ~~Company~~ ~~has~~amount ~~incurred an aggregate~~ of $30230,000 ~~for administrative services~~.

~~Note~~During the 6second —quarter ~~Fair~~of ~~Value~~2022, ~~Measurements~~the Company entered into three additional promissory notes to related parties: on April 7, 2022, for the amount of $3,000, on April 11, 2022, for the amount of $50,000, and on June 29, 2022 for the amount of $80,000.

~~The following table presents information about~~All ~~the~~notes ~~Company’s~~are ~~assets~~not ~~and~~interest ~~liabilities~~bearing ~~that were measured at fair value on a recurring basis as of March 31, 2022,~~ and ~~indicates the~~are ~~fair~~repayable ~~value~~upon ~~hierarchy~~conclusion of ~~the~~business ~~valuation~~combination. ~~techniques~~The ~~the~~principal ~~Company~~balance ~~utilized~~may tobe ~~determine~~prepaid ~~such~~at ~~fair value~~any time.

	March 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	138,025,622	$	138,025,622	$	—	$	—
Liabilities:
Private Warrant Liability	$	1,182,413	$	—	$	—		1,182,413

Due to Related Party

~~The~~As of ~~following~~June ~~table~~30, ~~presents~~2022, ~~information about~~ the ~~Company’s~~Due ~~assets~~to ~~and~~Related ~~liabilities~~Party ~~that~~balance ~~were measured at fair value on a recurring basis as~~ of ~~December 31~~$300,000 ~~2021,~~represents ~~and indicates~~ the ~~fair~~Administrative ~~value~~Support ~~hierarchy~~Expense of(defined ~~the~~below) ~~valuation~~and ~~techniques~~additional funds ~~the~~from ~~Company~~founders ~~utilized~~in toDecember ~~determine such fair value~~2021.

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	138,013,319	$	138,013,319	$	—	$	—
Liabilities:
Private Warrant Liability	$	2,198,205	$	—	$	—		2,198,205

15Working Capital Loans

~~The~~In order ~~Private~~to ~~Warrants~~finance ~~were~~transaction ~~valued~~costs ~~using~~in aconnection ~~Monte Carlo~~with ~~simulation~~a ~~model~~Business Combination, ~~which~~the isSponsor ~~considered~~or toan beaffiliate aof ~~Level~~the 3Sponsor, ~~fair~~or ~~value~~certain of ~~measurement.~~the ~~Inherent~~Company’s inofficers anand ~~options~~directors ~~pricing~~may, ~~model~~but are ~~assumptions related~~not obligated to, ~~expected~~loan ~~stock-price~~the ~~volatility,~~Company ~~expected~~funds ~~life,~~as ~~risk-free~~may ~~interest~~be ~~rate~~required ~~and~~(“Working Capital ~~dividend yield~~Loans”). ~~The~~If ~~Company estimates~~ the ~~volatility of~~Company ~~its~~completes ~~common~~a ~~stock~~Business ~~based~~Combination, onthe ~~historical~~Company ~~volatility~~will ~~that~~repay ~~matches~~ the ~~expected~~Working ~~remaining~~Capital ~~life~~Loans. ofIn the ~~warrants. The risk-free interest rate~~event isthat ~~based~~a onBusiness ~~the~~Combination ~~U.S.~~does ~~Treasury~~not ~~zero-coupon~~close, ~~yield curve on~~ the ~~grant~~Company ~~date~~may ~~for~~use a ~~maturity~~portion ~~similar to the expected remaining life~~ of ~~the warrants.~~proceeds ~~The~~held ~~expected~~outside ~~life of~~ the ~~warrants~~Trust isAccount ~~assumed~~ to berepay ~~equivalent~~the toWorking Capital ~~their~~Loans, ~~remaining~~but ~~contractual~~no ~~term.~~proceeds ~~The~~held ~~dividend~~in ~~rate is based on~~ the ~~historical~~Trust ~~rate,~~Account ~~which~~would ~~the~~be ~~Company~~used ~~anticipates~~ to ~~remain~~repay atthe ~~zero~~Working Capital Loans.

~~There~~Except for ~~were~~the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no ~~transfers~~written ~~between~~agreements ~~Levels~~exist 1with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, 2without interest, or, at 3the ~~during~~lender’s ~~the~~discretion, ~~three~~up ~~months~~to ~~ended~~$1.5 million ~~March~~of 31such Working Capital Loans may be convertible into Private Warrants at a price of $1.00 per warrant. As of June 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

~~The following table provides quantitative information~~Administrative ~~regarding~~Support ~~Level 3 fair value measurements for Private Warrants as of January 12, 2021 (initial measurement), December 31, 2021 and March 31, 2022.~~Agreement

	March 31, 2022			December 31, 2021			January 12, 2021
Exercise price		11.50		$	11.50		$	11.50
Share price		9.93		$	9.86		$	9.58
Volatility		4.4	%		9.7	%		16.0	%
Expected life		5.21			5.37			5.71
Risk-free rate		2.42	%		1.29	%		0.62	%
Dividend yield		-	%		-	%		-	%

Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services (“Administrative Support Expense”). Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022 the company incurred an aggregate of $30,000 and $60,000 for administrative services. For the three and six and months ended June 30, 2021 the Company has incurred an aggregate of $30,000 and $60,000 for administrative services.

~~The following table presents a summary of the~~Note ~~changes~~6 in— ~~the~~Fair ~~fair~~Value ~~value of the Private Warrants and Representative’s Warrants, a Level 3 liability, measured on a recurring basis for the three months ended March 31, 2022 and for the year ended December 31, 2021.~~Measurements

	Warrant Liability
Fair value, January 1, 2021	$	—
Initial measurement on January 12, 2021, including over-allotment		3,861,737
Change in fair value		(1,663,532	)
Fair value, December 31, 2021		2,198,205
Change in fair value		(1,015,792	)
Fair value, March 31, 2022	$	1,182,413

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Note 7 — Commitments and Contingencies

	June 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	138,200,919	$	138,200,919	$	—	$	—
Liabilities:
Private Warrant Liability	$	261,423	$	—	$	—		261,423

~~Registration~~The following ~~Rights~~table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

The holders of the founders’ shares and representative shares issued and outstanding on the date of the Initial Public Offering, as well as the holders of the Private Warrants (and the underlying shares) and any warrants the Company’s sponsor, officers, directors or their affiliates may be issued in payment of working capital loans made to the Company (and all underlying securities), are entitled to registration rights pursuant to an agreement signed prior to or on the effective date of this Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the founders’ shares, as well as the holders of the Private Warrants (and the underlying shares) can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the representative shares, and warrants issued to our sponsor, officers, directors or their affiliates in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. Notwithstanding anything to the contrary, EarlyBirdCapital Inc. (“EarlyBirdCapital”) may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	138,013,319	$	138,013,319	$	—	$	—
Liabilities:
Private Warrant Liability	$	2,198,205	$	—	$	—		2,198,205

~~Business~~The Private ~~Combination~~Warrants ~~Marketing~~were ~~Agreement~~valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. Inherent in an options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

~~The Company has engaged EarlyBirdCapital as an~~There ~~advisor~~were inno ~~connection~~transfers ~~with~~between ~~our~~Levels ~~business combination to assist in holding meetings with stockholders to discuss the potential business combination and the target business’ attributes~~1, ~~introduce~~2 ~~the~~or Company to potential investors that are interested in purchasing its securities in connection with the business combination, assist in obtaining stockholder approval for the business combination and assist with press releases and public filings in connection with the business combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of the business combination in an amount equal to 3~~.5%~~ ofduring the ~~gross~~six ~~proceeds~~months ofended ~~the Initial~~June ~~Public Offering. Additionally~~30, the Company will pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration payable in the proposed business combination if EarlyBirdCapital introduces the Company to the target business with which it completes the business combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the registration statement. As of March 31, 2022 ~~and December 31, 2021, these fees are not accrued~~.

~~Representative~~The following ~~Shares~~table provides quantitative information regarding Level 3 fair value measurements for Private Warrants as of June 30, 2022 and December 31, 2021.

On October 1, 2020, the Company issued to designees of EarlyBirdCapital Inc. the 120,000 representative shares for nominal consideration. The Company estimated the fair value of the stock to be $1,200 based upon the price of the founder shares issued to the Sponsor and were treated as underwriters’ compensation and charged directly to stockholders’deficit. The holders of the representative shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of its initial business combination. In addition, the holders of the representative shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete an initial business combination within 18 months from the closing of this Initial Public Offering.

	June 30, 2022			December 31, 2021
Exercise price		11.50		$	11.50
Share price		9.99		$	9.86
Volatility		5.6	%		9.7	%
Expected life		5.30			5.37
Risk-free rate		3.01	%		1.29	%
Dividend yield		-	%		-	%

The ~~representative shares have been deemed compensation~~ byfollowing ~~FINRA~~table ~~and~~presents ~~are therefore subject to~~ a ~~lock-up~~summary ~~for a period~~ of ~~180 days immediately following~~ the ~~date~~changes ofin the ~~effectiveness~~fair ofvalue ~~the registration statement~~ of ~~which this prospectus forms a part pursuant to Rule 5110(g)(1) of~~ the ~~FINRA~~Private ~~Manual.~~Warrants ~~Pursuant~~and toRepresentative’s ~~FINRA Rule 5110(g)(1)~~Warrants, ~~these securities~~a ~~were not sold during the Initial Public Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject~~Level of3 ~~any hedging~~liability, ~~short~~measured ~~sale,~~on ~~derivative,~~a ~~put~~recurring orbasis ~~call transaction that would result in the economic disposition of the securities by any person~~ for ~~a period of 180 days immediately following~~ the ~~effective~~three ~~date~~and ofsix ~~the~~months ~~registration~~ended ~~statement~~June ~~of which this prospectus forms a part or commencement of sales of the public offering~~30, ~~except~~2022 ~~to any underwriter~~ and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period2021.

Note 8 — Warrants

	Warrant Liability
Fair value, January 1, 2022	$	2,198,205
Change in fair value		(1,015,792	)
Fair value, March 31, 2022	$	1,182,413
Change in fair value		(920,990	)
Fair value, June 30, 2022	$	261,423

Public Warrants

	Warrant Liability
Fair value, January 1, 2021	$	-
Initial measurement on January 12, 2021, including over-allotment		3,861,737
Change in fair value		(1,301,852	)
Fair value, March 31, 2021	$	2,559,885
Change in fair value		1,085,087
Fair value, June 30, 2021	$	3,644,972

The Public Warrants will become exercisable 30 days after the completion of a Business Combination. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.17

17Note 7 — Commitments and Contingencies

~~The Company may call the Public Warrants for~~Registration ~~redemption:~~Rights

●The holders of the founders’ shares and representative shares issued and outstanding on the date of the Initial Public Offering, as well as the holders of the Private Warrants (and the underlying shares) and any warrants the Company’s sponsor, officers, directors or their affiliates may be issued in ~~whole~~payment of working capital loans made to the Company (and ~~not~~all underlying securities), are entitled to registration rights pursuant to an agreement signed prior to or on the effective date of this Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the founders’ shares, as well as the holders of the Private Warrants (and the underlying shares) can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the representative shares, and warrants issued to our sponsor, officers, directors or their affiliates in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. Notwithstanding anything to the contrary, EarlyBirdCapital Inc. (“EarlyBirdCapital”) may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

●Business Combination atMarketing ~~a price of $0.01 per warrant;~~Agreement

●The Company ~~upon~~has ~~not~~engaged ~~less~~EBC ~~than~~as 30an ~~days~~advisor in connection with our business combination to assist in holding meetings with stockholders to discuss the potential business combination and the target business’ ~~prior~~attributes, ~~written~~introduce ~~notice~~the Company to potential investors that are interested in purchasing its securities in connection with the business combination, assist in obtaining stockholder approval for the business combination and assist with press releases and public filings in connection with the business combination. The Company would pay EBC a cash fee for such services upon the consummation of ~~redemption~~the (business combination in an amount equal to 3.5% of the ~~“30-day~~gross ~~redemption~~proceeds of ~~period”)~~the Initial Public Offering. Additionally, the Company would pay EBC a cash fee equal to ~~each~~1.0% ~~warrant~~of ~~holder~~the total consideration payable in the proposed business combination if EBC introduces the Company to the target business with which it completes the business combination; provided ~~and~~that the foregoing fee would not be paid prior to the date that is 90 days from the effective date of the registration statement.

●On June if14, 2022, the Company and ~~only~~EBC ~~if,~~executed an amendment to the ~~reported~~BCMA ~~last~~(the ~~sale~~“Amendment”) ~~price~~whereby the Company shall pay to EBC (A) a cash fee at Closing equal to (i) 20% of the ~~shares~~aggregate ofgross ~~common~~proceeds ~~stock~~(up ~~equals~~to ora ~~exceeds~~maximum of $~~18.00~~3,830,000) ~~per~~held ~~share~~in the Trust Account (asafter ~~adjusted~~redemptions ~~for~~and ~~stock~~reduction ~~splits,~~of ~~stock~~all ~~dividends~~additional payments included in the Trust Account to accommodate all extensions) and received by the Company in any financing in connection with the Business Combination regardless of the source of such funds, ~~reorganizations~~plus (ii) $1,000,000 and ~~recapitalizations~~(B) in consideration of EBC introducing Moolec to the Company, ~~for~~Holdco ~~any~~shall 20issue to EBC a number of ordinary shares of Holdco equal to $2,000,000 divided by the lesser of (y) the volume weighted average price of Holdco’s ordinary shares for the ten trading days ~~within~~preceding the six month anniversary of the Closing and (z) $10.00, up to a 30maximum ~~trading~~of ~~day~~600,000 ~~period~~shares ~~commencing~~(the at“Share ~~any~~Fee”). The ~~time~~Share ~~after~~Fee shall be issued to EBC within five business days of the ~~warrants~~six ~~become~~month ~~exercisable~~anniversary of the Closing, and ~~ending~~Holdco onshall register the ~~third~~resale ~~business~~of ~~day~~the ~~prior~~ordinary shares issued to EBC as promptly as practicable after their issuance. The Sponsor shall forfeit to Holdco for cancellation the ~~notice~~same number of ~~redemption~~shares of common stock payable to ~~warrant~~EBC ~~holders;~~under ~~and~~such Share Fee.

●As of ifJune 30, 2022 and ~~only~~December if31, ~~there~~2021, isthese afees ~~current~~are ~~registration~~not ~~statement in effect with respect to the shares of common stock underlying such warrants~~accrued.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.18

~~In addition, if (x) the Company issues additional~~Representative shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.Shares

~~Private~~On October ~~Warrants~~1, 2020, the Company issued to designees of EarlyBirdCapital Inc. the 120,000 representative shares for nominal consideration. The Company estimated the fair value of the stock to be $1,200 based upon the price of the founder shares issued to the Sponsor and were treated as underwriters’ compensation and charged directly to stockholders’ deficit. The holders of the representative shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of its initial business combination. In addition, the holders of the representative shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete an initial business combination within the Extension Combination Period.

The representative ~~Private~~shares ~~Warrants~~have been deemed compensation by FINRA and are ~~identical~~therefore subject to ~~the~~a ~~Public Warrants~~lock-up ~~underlying~~for ~~the~~a ~~Units~~period ~~being~~of ~~sold~~180 indays immediately following the ~~Initial~~date ~~Public~~of ~~Offering,~~the ~~except~~effectiveness ~~that~~of the ~~Private~~registration ~~Warrants,~~statement soof ~~long~~which asthis ~~they~~prospectus ~~are~~forms ~~held~~a bypart pursuant to Rule 5110(g)(1) of the ~~Sponsor~~FINRA orManual. ~~their~~Pursuant ~~permitted~~to ~~transferees,~~FINRA Rule 5110(ig)(1), ~~will~~these ~~not~~securities bewere ~~redeemable~~not bysold during the ~~Company~~Initial Public Offering, ~~(ii)~~or ~~may~~sold, betransferred, assigned, ~~exercised~~pledged, ~~for~~or ~~cash~~hypothecated, or onbe athe ~~cashless basis~~subject of any hedging, asshort ~~described~~sale, inderivative, ~~the~~put ~~Initial~~or ~~Public~~call ~~Offering,~~transaction inthat ~~each~~would ~~case~~result in sothe ~~long~~economic asdisposition ~~they~~of ~~are~~the ~~held~~securities by ~~the~~any ~~initial~~person ~~purchasers~~for ora ~~any~~period of ~~their~~180 ~~permitted transferees.~~days Ifimmediately following the ~~Private~~effective ~~Warrants~~date ~~are~~of ~~held~~the registration bystatement ~~holders~~of ~~other~~which ~~than~~this ~~the~~prospectus ~~initial~~forms ~~purchasers~~a part or ~~any~~commencement of ~~their~~sales ~~permitted~~of ~~transferees~~the public offering, ~~the Private~~except ~~Warrants~~to ~~will~~any beunderwriter and ~~redeemable~~selected bydealer participating in the ~~Company~~Initial Public Offering and ~~exercisable~~their bybona ~~the~~fide ~~holders~~officers onor ~~the~~partners, ~~same~~provided ~~basis~~that asall securities so transferred remain subject to the ~~warrants~~lockup ~~included~~restriction inabove for the ~~units being~~remainder ~~sold~~of inthe ~~this~~time ~~offering~~period.

18Promissory Note - Moolec

~~Note~~On July 98, —2022, ~~Stockholders~~the Sponsor issued a promissory note to Moolec, pursuant to which, Moolec agreed to loan to the Sponsor up to an aggregate principal amount of $350,000 to deposit into the Company’s ~~Deficit~~Trust Account in connection with the extension of the Company’s termination date from July 12, 2022 to January 12, 2023 (or such earlier date as determined by the Board). The promissory note bears interest at 20.0% per annum and is repayable in full upon the earlier of (i) the consummation of the Initial Business Combination of the Company, (ii) the date of the termination of the Business Combination Agreement and (ii) January 12, 2023.

~~Preferred~~Note 8 ~~Stock~~ — ~~The~~ Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2022 and December 31, 2021, there were no preferred stock issued or outstanding.Warrants

~~Common Stock —~~Public The Company is authorized to issue 99,000,000 shares of common stock with a par value of $0.0001 per share. Holders are entitled to one vote for each share of common stock. On January 11, 2021, the Company effected a stock dividend of 0.2 shares for each share outstanding, resulting in there being an aggregate of 3,450,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock dividend. At March 31, 2022 and December 31, 2021, there were 3,570,000 shares of common stock issued and outstanding, excluding 13,800,000 shares subject to possible redemption at March 31, 2022 and December 31, 2021.Warrants

~~Note~~The Public 10Warrants will become exercisable 30 days after the completion of a Business Combination. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The warrants will expire —five ~~Subsequent~~years after ~~Events~~the completion of a Business Combination or earlier upon redemption or liquidation.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.19

OnThe Company ~~April~~may 7,call ~~2022,~~ the ~~Company~~Public ~~executed~~Warrants ~~additional promissory~~for ~~note amounting to $3,000 (Note 5).~~ redemption:

19● in whole and not in part;

~~ITEM~~● 2.at ~~MANAGEMENT’S~~a ~~DISCUSSION~~price ~~AND~~of ~~ANALYSIS~~$0.01 OFper ~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~warrant;

~~References~~● inupon ~~this~~not ~~report~~less ~~(the~~than ~~“Quarterly Report”)~~30 todays’ ~~“we,”~~prior ~~“us”~~written ornotice ~~the~~of ~~“Company”~~redemption ~~refer~~(the ~~to LightJump Acquisition Corporation. References to our~~ “~~management”~~30-day orredemption ~~our “management team~~period”) ~~refer~~ to ~~our~~each ~~officers~~warrant ~~and~~holder; ~~directors,~~ and references to the “Sponsor” refer to LightJump One Founders, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Special~~● ~~Note~~if, ~~Regarding~~and ~~Forward-Looking~~only ~~Statements~~if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

~~This~~● Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statementsif, ~~other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion~~ and ~~Analysis~~only ~~of Financial Condition and Results of Operations” regarding the Company’s financial position~~if, ~~business~~there ~~strategy~~is ~~and~~a the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current ~~beliefs, based~~registration onstatement ~~information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed~~ in ~~the~~effect ~~forward-looking~~with ~~statements.~~respect ~~For information identifying important factors that could cause actual results~~ to ~~differ materially from those anticipated in~~ the ~~forward-looking~~shares ~~statements, please refer to the Risk Factors section~~ of ~~the~~common ~~Company’s~~stock ~~final~~underlying ~~prospectus~~such ~~for its Initial Public Offering and the Annual Report on Form 10-K filed with the U~~warrants.S. Securities and Exchange Commission (the “SEC”) on April 15, 2021. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Overview~~If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

WeIn addition, ~~are~~if a(x) ~~blank~~the ~~check~~Company ~~company~~issues ~~incorporated~~additional ~~on July~~shares ~~28,~~of ~~2020~~common asstock aor ~~Delaware~~equity-linked ~~corporation~~securities ~~formed~~ for capital raising purposes in connection with the ~~purpose~~closing of ~~effecting~~the ainitial ~~merger,~~business ~~capital~~combination ~~stock~~at ~~exchange,~~an ~~asset~~issue ~~acquisition,~~price ~~stock purchase,~~or ~~reorganization~~effective orissue ~~other~~price ~~similar~~of ~~business~~less ~~combination~~than $9.20 per share of common stock (with ~~one~~such orissue ~~more~~price ~~businesses,~~or ~~which~~effective weissue ~~refer~~price to ~~throughout~~be ~~this~~determined ~~prospectus as~~in good faith by our ~~initial~~board ~~business~~of ~~combination~~directors, and in the ~~private~~case ~~placement~~ of ~~the~~any such ~~placement~~issuance ~~units~~to ~~(“Placement~~our ~~Units”~~sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the ~~sale~~funding of ~~our~~the ~~shares~~initial inbusiness ~~connection~~combination ~~with~~on ~~our~~the ~~initial~~date ~~Business~~of ~~Combination~~the ~~(pursuant~~consummation toof ~~backstop~~the ~~agreements~~initial webusiness combination ~~may~~(net ~~enter~~of ~~into~~redemptions), ~~shares issued~~and to(z) the ~~owners~~Market Value is below $9.20 per share, the exercise price of the ~~target,~~warrants ~~debt~~will ~~issued~~be adjusted (to ~~banks~~the ornearest ~~other~~cent) ~~lenders~~to orbe equal to 115% of the ~~owners~~greater of (i) the ~~target,~~Market Value or a(ii) ~~combination~~the ofprice at which the ~~foregoing~~Company issues the additional shares of common stock or equity-linked securities.

~~The issuance of additional shares in connection~~Private ~~with an initial Business Combination to the owners of the target or other investors:~~Warrants

●The Private ~~may~~Warrants ~~significantly~~are ~~dilute~~identical to the ~~equity~~Public ~~interest~~Warrants ofunderlying ~~investors~~the Units being sold in ~~our~~the Initial Public Offering, ~~which~~except ~~dilution~~that ~~would increase if~~ the Private ~~anti-dilution~~Warrants, ~~provisions~~so inlong ~~the~~as ~~common~~they ~~stock~~are ~~resulted~~held inby the ~~issuance~~Sponsor ofor ~~common~~their ~~stock~~permitted ontransferees, a(i) ~~greater~~will ~~than~~not ~~one-to-one~~be ~~basis~~redeemable ~~upon~~by ~~conversion of~~ the ~~common~~Company, (ii) ~~stock; ●~~ may ~~subordinate~~be ~~the~~exercised ~~rights~~for ofcash ~~holders~~or ofon ~~our~~a ~~common~~cashless ~~stock~~basis, ifas ~~preferred~~described ~~stock~~in isthe ~~issued~~Initial ~~with~~Public ~~rights~~Offering, ~~senior~~in toeach ~~those~~case ~~afforded~~so ~~our~~long ~~common~~as ~~stock;~~they ●are held ~~could~~by ~~cause~~the ainitial ~~change~~purchasers inor ~~control~~any ~~if a substantial number~~ of ~~shares~~their ofpermitted ~~our~~transferees. ~~common~~If ~~stock~~the isPrivate ~~issued,~~Warrants ~~which~~are ~~may~~held ~~affect,~~by ~~among~~holders other ~~things,~~than ~~our ability to use our net operating loss carry forwards, if any, and could result in~~ the ~~resignation~~initial purchasers or ~~removal~~any of ~~our~~their ~~present~~permitted ~~officers~~transferees, ~~and directors; ● may have~~ the ~~effect~~Private ofWarrants ~~delaying~~will orbe ~~preventing~~redeemable aby ~~change~~the ofCompany ~~control~~and ofexercisable us by ~~diluting~~ the ~~stock~~holders on ~~ownership~~the orsame ~~voting~~basis ~~rights~~as ofthe awarrants ~~person~~included ~~seeking~~in tothe ~~obtain~~units ~~control~~being ofsold ~~us;~~in ~~and~~this ~~● may adversely affect prevailing market prices for our common stock and/or warrants~~offering.

20Note 9 — Stockholders’ Deficit

~~Similarly,~~Preferred Stock — ifThe weCompany is authorized to issue 1,000,000 shares ~~debt~~of ~~securities~~preferred orstock ~~otherwise~~with a par value of ~~incur~~$0.0001 and ~~significant~~with ~~debt~~such todesignations, ~~banks~~voting orand other ~~lenders~~rights orand preferences as may be determined from time to time by the ~~owners~~Company’s board of adirectors. ~~target~~As of June 30, it2022 ~~could~~and ~~result~~December ~~in:~~31, 2021, there were no preferred stock issued or outstanding.

●Common Stock — ~~default~~The ~~and~~Company ~~foreclosure~~is onauthorized ~~our~~to ~~assets~~issue 99,000,000 shares ifof ~~our~~common ~~operating~~stock ~~revenues~~with ~~after~~a anpar ~~initial~~value ~~Business~~of $0.0001 per ~~Combination~~share. Holders are ~~insufficient~~entitled to ~~repay~~one ~~our~~vote ~~debt~~for ~~obligations;~~each share of common stock. On January 11, 2021, the Company effected a stock dividend of 0.2 shares for each share outstanding, resulting in there being an aggregate of 3,450,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock dividend. At June 30, 2022 and December 31, 2021, there were 3,570,000 shares of common stock issued and outstanding, excluding 13,800,000 shares subject to possible redemption at June 30, 2022 and December 31, 2021.

●Note 10 ~~acceleration~~— ofSubsequent our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; ● our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; ● our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; ● our inability to pay dividends on our common stock; ● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; ● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; ● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; ● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and ● other purposes and other disadvantages compared to our competitors who have less debt.Events

WeThe Company ~~expect~~evaluated tosubsequent ~~continue~~events and transactions that occurred after the balance sheet date up to ~~incur~~the ~~significant~~date ~~costs in~~that the ~~pursuit~~unaudited ofcondensed financial ~~our~~statements ~~acquisition~~were ~~plans~~issued. WeOther ~~cannot~~than ~~assure~~disclosed ~~you~~below, the Company did not identify any subsequent events that ~~our~~would ~~plans~~have torequired adjustment ~~complete~~or ~~our~~disclosure ~~initial~~in ~~Business~~the ~~Combination~~unaudited ~~will~~condensed befinancial ~~successful~~statements.

~~Results~~On July 8, 2022, LightJump held a special meeting of ~~Operations~~stockholders. At the meeting, LightJump’s stockholders approved the Extension Amendment extending the date by which LightJump must consummate its initial business combination from July 12, 2022 to January 12, 2023. Stockholders holding 11,032,790 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $110,507,220.68 (approximately $10.02 per share) was removed from the Trust Account to pay such holders. Following redemptions, LightJump had 2,767,210 Public Shares outstanding and the aggregate amount remaining in the Trust Account is $27,993,797.65 (which includes an additional $276,721 contributed by the Sponsor in connection with the Extension).

~~Our~~On July ~~entire~~8, ~~activity~~2022, ~~since~~the ~~inception~~Sponsor upissued a promissory note to ~~March 31~~Moolec, ~~2022~~pursuant ~~relates~~to which, Moolec agreed to ~~our~~loan ~~formation,~~to the ~~Initial~~Sponsor ~~Public~~up ~~Offering~~to ~~and~~an aggregate principal amount of $350,000 ~~since~~to deposit into the ~~closing~~Company’s Trust Account in connection with the extension of the ~~Initial~~Company’s termination ~~Public~~date ~~Offering~~from July 12, a2022 ~~search~~to ~~for~~January ~~a Business~~12, ~~Combination~~2023 ~~candidate~~(or such earlier date as determined by the Board). WeThe ~~will~~promissory ~~not~~note bebears interest ~~generating~~at ~~any~~20.0% ~~operating~~per ~~revenues~~annum ~~until~~and is repayable in full upon the ~~closing~~earlier ~~and~~of ~~completion~~(i) the consummation of ~~our~~the ~~initial~~Initial Business Combination of the Company, at(ii) the ~~earliest~~date of the termination of the Business Combination Agreement and (ii) January 12, 2023.

For the three months ended March 31, 2022, we had net income of $226,006, which consisted of $12,303 in interest earned from cash in the Trust Account, and $1,015,792 in an unrealized gain on change in fair value of warrants, offset by $802,089 in formation and operating costs.20

~~For the three months ended March 31, 2021, we had net income of $1,053,979,~~ITEM ~~which consisted of $~~2~~,920~~. inMANAGEMENT’S ~~interest~~DISCUSSION ~~earned~~AND ~~from~~ANALYSIS ~~cash~~OF inFINANCIAL ~~the~~CONDITION ~~Trust~~AND ~~Account,~~RESULTS ~~and~~OF ~~$1,301,852 in an unrealized gain on change in fair value of warrants, offset by $250,793 in formation and operating costs.~~OPERATIONS

21References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to LightJump Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to LightJump One Founders, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Liquidity~~Special Note ~~and~~Regarding ~~Capital~~Forward-Looking ~~Resources~~Statements

AsThis Quarterly ofReport ~~March~~includes ~~31,~~“forward-looking ~~2022,~~statements” wethat ~~had~~are ~~approximately~~not ~~$199~~historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements,~~230~~ other than statements of historical fact included in ~~our~~this ~~operating~~Quarterly ~~bank~~Report ~~account~~including, without limitation, statements in this “Management’s Discussion and aAnalysis of ~~working~~Financial ~~capital~~Condition ~~deficit~~and Results of $1Operations” regarding the Company’s financial position,~~761~~ business strategy and the plans and objectives of management for future operations,~~503~~ are forward-looking statements. ~~Except~~Words ~~with~~such ~~respect~~as to“expect,” ~~interest~~“believe,” “anticipate,” ~~earned~~“intend,” on“estimate,” ~~the~~“seek” ~~funds~~and ~~held~~variations inand similar words and expressions ~~the~~are ~~Trust~~intended ~~Account~~to ~~that~~identify ~~may~~such beforward-looking ~~released~~statements. toSuch ~~the~~forward-looking ~~Company~~statements relate to ~~pay~~future ~~its~~events ~~tax~~or ~~obligations~~future performance, but ~~all~~reflect ~~remaining~~management’s ~~cash~~current ~~held~~beliefs, inbased ~~the~~on ~~Trust~~information ~~Account~~currently isavailable. ~~generally~~A number of factors could cause actual events, ~~unavailable~~performance ~~for~~or results to differ materially from the ~~Company’s~~events, ~~use~~performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to ~~pay~~differ ~~taxes~~materially from those anticipated in the forward-looking statements, ~~prior~~please refer to anthe ~~initial~~Risk ~~business~~Factors ~~combination,~~section ~~and~~of isthe ~~restricted~~Company’s final prospectus for ~~use~~its ~~either~~Initial inPublic Offering and the aAnnual ~~Business~~Report ~~Combination~~on orForm to10-K ~~redeem~~filed ~~common~~with ~~stock~~the U.S. AsSecurities ofand ~~March~~Exchange ~~31,~~Commission ~~2022~~(the “SEC”) on April 15, ~~none~~2021. The Company’s securities filings can be accessed on the EDGAR section of the ~~amount~~SEC’s inwebsite at www.sec.gov. Except as expressly required by applicable securities law, the ~~Trust~~Company ~~Account~~disclaims ~~was~~any ~~withdrawn~~intention or obligation to update or revise any forward-looking statements whether as ~~described~~a result of new information, future events or otherwise.

On January 12, 2021, the Company consummated the IPO of 12,000,000 units at $10.00 per Unit, generating gross proceeds of $120,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 3,850,000 Private Warrants, at a price of $1.00 per warrant.Overview

OnWe are ~~January~~a ~~15,~~blank ~~2021~~check company incorporated on July 28, ~~the~~2020 ~~underwriters~~as ~~exercised~~ a Delaware corporation formed for the ~~over-allotment~~purpose ~~option~~of ineffecting ~~full~~a tomerger, ~~purchase~~capital stock 1exchange,~~800,000~~ ~~Units~~asset acquisition, ~~generating~~stock ~~aggregate~~purchase, ~~gross~~reorganization ~~proceeds~~or ofother ~~$18,000,000.~~similar ~~Simultaneously~~business combination with one or more businesses, ~~the~~which ~~closing~~we ofrefer to throughout this prospectus as our initial business combination and the ~~sale~~private placement of the ~~Over-allotment~~placement units (“Placement Units”), the ~~Company~~proceeds ~~consummated~~of the sale of anour ~~additional~~shares ~~360,000~~in ~~Private~~connection ~~Warrants~~with atour ~~a price~~initial ofBusiness ~~$1.00~~Combination ~~per~~(pursuant ~~Private~~to ~~Placement~~backstop ~~Warrant~~agreements we inmay aenter ~~private~~into), ~~placement~~shares issued to the ~~Sponsor~~owners of the target, ~~generating~~debt ~~gross~~issued ~~proceeds~~to banks or other lenders or the owners of ~~$360~~the target,~~000~~ or a combination of the foregoing.

~~Following the close of our IPO, $138,000,000~~The ~~from~~issuance ~~the net proceeds~~ of ~~the~~additional ~~sale~~shares ofin ~~the~~connection ~~units,~~with ~~the~~an ~~exercise~~initial ofBusiness ~~the~~Combination ~~over-allotment~~to ~~option and~~ the ~~sale~~owners of the ~~private~~target placement warrants was placed in a trust account established for the benefit of our public stockholders and maintained by Continental Stock Transfer & Trust Company, as trustee. The proceeds held in the trust account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or ~~less~~other ~~or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.~~investors:

~~Prior~~● tomay significantly dilute the ~~completion~~equity interest of ~~the~~investors in our Initial Public Offering, ~~our~~which ~~liquidity~~dilution ~~needs~~would ~~had~~increase ~~been~~if ~~satisfied~~the ~~through~~anti-dilution aprovisions ~~payment~~in ~~from~~the common stock resulted in the ~~Sponsor~~issuance of ~~$25,000~~common ~~for~~stock ~~the~~on ~~founder~~a ~~shares~~greater than one-to-one ~~cover~~basis ~~certain offering~~upon ~~costs,~~conversion ~~and~~of the ~~loan~~common ~~under~~stock; an● ~~unsecured~~may ~~promissory~~subordinate ~~note~~the ~~from~~rights ~~the~~of ~~Sponsor~~holders of ~~$125,000.~~our ~~Subsequent~~common stock if preferred stock is issued with rights senior to ~~the~~those ~~consummation~~afforded our common stock; ● could cause a change in control if a substantial number of ~~the~~shares ~~Initial Public~~of ~~Offering~~our ~~and~~common ~~Private~~stock ~~Placement~~is issued, which may affect, among other things, our ~~liquidity~~ability ~~needs~~to ~~have~~use ~~been~~our ~~satisfied~~net ~~through~~operating ~~the~~loss ~~proceeds~~carry ~~from~~forwards, if any, and could result in the ~~consummation~~resignation or removal of our present officers and directors; ● may have the ~~Private Placement~~effect ~~not~~of ~~held~~delaying inor preventing a change of control of us by diluting the ~~Trust~~stock ~~Account~~ownership or voting rights of a person seeking to obtain control of us; and ● may adversely affect prevailing market prices for our common stock and/or warrants.

The Company believes that it could incur additional fees associated with transaction expenses and it may be required to request additional funding from the Sponsor, which is not obligated to do so. The company believes that the Sponsor is adequately capitalized to provide the associated funds in the form of a loan to the company at any time the company requests the funds. Since the Sponsor is not obligated to provide the source of funds that may be needed, the Company may not be able to obtain the additional financing required. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the next 12 months, if a business combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets of the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.21

~~Critical~~Similarly, if ~~Accounting~~we ~~Policies~~issue ~~and~~debt ~~Estimates~~securities or otherwise incur significant debt to banks or other lenders or the owners of a target, it could result in:

~~The~~● ~~preparation~~default ~~of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates~~ and ~~assumptions~~foreclosure ~~that~~on ~~affect~~our ~~the reported amounts of~~ assets ~~and~~ ~~liabilities~~if ~~and~~our ~~disclosure~~operating ofrevenues ~~contingent~~after ~~assets~~an ~~and~~initial ~~liabilities~~Business atCombination ~~the~~are ~~date~~insufficient ofto ~~the~~repay ~~unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as~~ our ~~critical~~debt ~~accounting policies:~~obligations;

~~Warrant~~● ~~Liabilities~~acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; ● our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; ● our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; ● our inability to pay dividends on our common stock; ● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; ● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; ● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; ● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and ● other purposes and other disadvantages compared to our competitors who have less debt.

We expect ~~do not use derivative instruments~~ to ~~hedge exposures~~continue to ~~cash~~incur ~~flow,~~significant ~~market,~~costs orin ~~foreign~~the ~~currency~~pursuit ~~risks. We evaluate all~~ of our ~~financial~~acquisition ~~instruments,~~plans. ~~including~~We ~~issued~~cannot ~~stock~~assure ~~purchase warrants,~~you ~~to determine if such instruments are derivatives or contain features~~ that ~~qualify~~our asplans ~~embedded~~to ~~derivatives,~~complete our ~~pursuant~~initial toBusiness ~~ASC 480~~Combination ~~and~~will ~~ASC~~be ~~815-15~~successful.

22Results of Operations

WeOur entire ~~account~~activity ~~for~~since ~~the~~inception ~~Public~~up ~~Warrants~~to ~~and~~June ~~Private Warrants collectively (“Warrants”)~~30, as2022 ~~either~~relates ~~equity~~to orour ~~liability-classified~~formation, ~~instruments based on an assessment of~~ the ~~specific terms~~Initial ofPublic ~~the~~Offering ~~Warrants~~ and ~~the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815~~, ~~Derivatives~~since ~~and Hedging (“ASC 815”). The assessment considers whether~~ the ~~Warrants~~ ~~meet~~closing ~~all~~ of the Initial ~~requirements~~Public ~~for equity classification under ASC 815~~Offering, ~~including~~a ~~whether~~search ~~the~~for ~~Warrants are indexed to our own common stock and whether the warrant holders could potentially require “net cash settlement” in~~ a ~~circumstance~~Business ~~outside~~Combination ~~of our control, among other conditions for equity classification~~candidate. ~~This~~We ~~assessment,~~will ~~which~~not ~~requires~~be ~~the~~generating ~~use~~any ofoperating ~~professional~~revenues ~~judgment,~~until ~~is conducted at~~ the ~~time of issuance of the Warrants~~ closing and ascompletion of ~~each~~our ~~subsequent~~initial ~~quarterly~~Business ~~period~~Combination, ~~end~~at ~~date while~~ the ~~Warrants are outstanding~~earliest.

For ~~issued or modified warrants that meet all~~ of the ~~criteria~~three ~~for~~months ~~equity~~ended ~~classification~~June 30, ~~such~~2022, ~~warrants~~we ~~are~~had ~~required~~net toloss beof ~~recorded~~$78,739, aswhich aconsisted ~~component~~ of ~~additional~~$1,171,347 ~~paid-~~in ~~capital~~formation ~~at the~~and ~~time~~operating ofcosts ~~issuance.~~and $3,679 ~~For~~in ~~issued~~income ortax ~~modified~~provision, ~~warrants~~offset ~~that~~by ~~do not meet all the criteria for equity classification~~$175,297 ~~such~~in ~~warrants~~interest ~~are required~~earned tofrom becash ~~recorded~~in ~~at their initial fair value on~~ the ~~date~~Trust ~~of issuance~~Account, and ~~each~~$920,990 ~~balance~~in ~~sheet~~an ~~date~~unrealized ~~thereafter.~~gain on ~~Changes~~change in ~~the estimated~~ fair value of ~~liability-classified~~ warrants ~~are recognized as a non-cash gain or loss on the statements of operations~~.

WeFor the ~~account~~three ~~for~~months ~~the~~ended ~~Private~~June ~~Warrants~~30, in2021, ~~accordance with~~we ~~ASC~~had ~~815-40~~a ~~under~~net ~~which~~loss ~~the~~of ~~Warrants~~$1,868,255, dowhich ~~not~~consisted ~~meet~~of ~~the~~$786,609 ~~criteria~~in ~~for~~formation ~~equity~~and ~~classification~~operating costs and $1,085,087 ~~must~~in bean ~~recorded~~unrealized asloss ~~liabilities.~~on ~~The~~ change in fair value of ~~the~~warrants, ~~Private~~offset ~~Warrants~~by ~~has~~$3,441 ~~been~~in ~~estimated~~interest ~~using~~earned ~~the~~from ~~Monte~~cash ~~Carlo~~in ~~simulation~~the ~~model~~Trust Account.

WeFor the ~~evaluated~~six ~~the~~months ~~Public~~ended ~~Warrants~~June ~~and~~30, ~~Rights~~2022, ~~in accordance~~we ~~with~~had ~~ASC~~net ~~815-40,~~income ~~“Derivatives~~of ~~and~~$147,267, ~~Hedging~~which -consisted ~~Contracts~~of $187,600 in ~~Entity’s~~interest ~~Own~~earned ~~Equity,”~~from ~~and~~cash ~~concluded~~in ~~that~~the ~~they met~~Trust ~~the~~Account, ~~criteria~~and ~~for~~$1,936,782 ~~equity~~in ~~classification~~an ~~and~~unrealized ~~are~~gain ~~required~~on tochange bein ~~recorded~~fair asvalue ~~part~~of awarrants, ~~component~~offset ofby ~~additional~~$1,973,436 ~~paid-~~in ~~capital~~formation atand ~~the~~operating ~~time~~costs ofand ~~issuance~~$3,679 in income tax provision.

~~Net~~For the ~~Income~~six ~~Per~~months ~~Common~~ended ~~Share~~June 30, 2021, we had a net loss of $814,276, which consisted of $1,037,402 in formation and operating costs, offset by $6,361 in interest earned from cash in the Trust Account, and $216,765 in an unrealized gain on change in fair value of warrants

We comply with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of our common stock outstanding during the period. We have two classes of shares, redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between the two classes. Our condensed statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for redeemable common stock and non-redeemable common stock is calculated by dividing net income (loss), allocated proportionally to each class of common stock, by the weighted average number of shares of redeemable common stock and non-redeemable common stock outstanding. We do not include our warrants as they are anti-dilutive. As a result, diluted income per share is the same as basic income per share for the period presented.22

~~Common~~Liquidity and ~~Stock~~Capital ~~Subject to Possible Redemption~~Resources

WeAs of ~~account~~June ~~for~~30, ~~our~~2022, ~~common~~we ~~stock~~had ~~subject~~approximately to$5,422 ~~possible redemption~~ in ~~accordance with~~our ~~the~~operating ~~guidance~~bank inaccount, ~~Accounting~~and ~~Standards~~a ~~Codification~~working ~~(“ASC”)~~capital ~~Topic~~deficit ~~480~~of ~~“Distinguishing~~approximately ~~Liabilities~~$2.6 ~~from Equity~~million.” ~~Common~~Except ~~stock~~with ~~subject~~respect to ~~mandatory~~interest ~~redemption~~earned ~~(if~~on ~~any)~~the isfunds ~~classified~~held asin athe ~~liability~~Trust ~~instrument~~Account ~~and is measured at fair value. Conditionally redeemable common stock (including common stock~~ that ~~feature~~may ~~redemption~~be ~~rights~~released ~~that~~to ~~are either within~~ the ~~control~~Company ofto ~~the~~pay ~~holder~~its ortax ~~subject~~obligations, toall ~~redemption~~remaining ~~upon~~cash ~~the~~held ~~occurrence~~in ofthe ~~uncertain~~Trust ~~events~~Account ~~not~~is ~~solely~~generally ~~within~~unavailable for the Company’s ~~control)~~use isand ~~classified~~to aspay ~~temporary equity. At all other times~~taxes, ~~common~~prior ~~stock~~to isan ~~classified~~initial business ascombination, ~~stockholders’~~and ~~deficit. Our common stock feature certain redemption rights that~~ is ~~considered~~restricted tofor beuse ~~outside~~either ofin ~~our~~a ~~control~~Business ~~and~~Combination ~~subject~~or to ~~the~~redeem ~~occurrence of uncertain future events. Accordingly,~~ common stock. ~~subject to~~As ~~possible~~of ~~redemption~~June is30, ~~presented at redemption value as temporary equity~~2022, ~~outside~~ none of the ~~stockholders’~~amount ~~deficit~~in ~~section~~the ofTrust ~~our condensed~~Account ~~balance~~was ~~sheet~~withdrawn as described.

~~Off-Balance~~On January ~~Sheet~~12, ~~Financing~~2021, ~~Arrangements~~the Company consummated the IPO of 12,000,000 units at $10.00 per Unit, generating gross proceeds of $120,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 3,850,000 Private Warrants, at a price of $1.00 per warrant.

WeOn January ~~have no obligations~~15, ~~assets or liabilities~~2021, ~~which~~ ~~would~~the beunderwriters ~~considered~~exercised ~~off~~the over-~~balance~~allotment ~~sheet~~option ~~arrangements~~in asfull ofto ~~March~~purchase 311,800,000 ~~2022.~~Units, Wegenerating doaggregate ~~not~~gross proceeds ~~participate~~of in$18,000,000. ~~transactions~~Simultaneously ~~that create relationships~~ with ~~unconsolidated~~the ~~entities~~closing orof ~~financial~~the ~~partnerships,~~sale ~~often~~of ~~referred~~the toOver-allotment ~~as variable interest entities~~Units, ~~which~~the ~~would~~Company ~~have~~consummated ~~been established for~~ the ~~purpose~~sale of an ~~facilitating~~additional ~~off-balance~~360,000 ~~sheet~~Private ~~arrangements.~~Warrants Weat ~~have~~a ~~not~~price ~~entered~~of ~~into~~$1.00 ~~any~~per ~~off-balance~~Private ~~sheet~~Placement ~~financing~~Warrant ~~arrangements, established~~in ~~any~~a ~~special~~private ~~purpose~~placement ~~entities,~~to ~~guaranteed~~the ~~any~~Sponsor, ~~debt~~generating gross orproceeds ~~commitments~~ of ~~other entities~~$360, ~~or purchased any non-financial assets~~000.

23Following the close of our IPO, $138,000,000 from the net proceeds of the sale of the units, the exercise of the over-allotment option and the sale of the private placement warrants was placed in a trust account established for the benefit of our public stockholders and maintained by Continental Stock Transfer & Trust Company, as trustee. The proceeds held in the trust account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

~~Contractual~~Prior to ~~Obligations~~the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 in exchange for the Founder Shares to cover certain offering costs, and a loan under an unsecured promissory note from the Sponsor of $125,000. Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account.

WeAn affiliate doof ~~not~~the ~~have~~Company’s ~~any~~chief ~~long-term~~executive ~~debt,~~officer ~~capital~~has ~~lease obligations,~~agreed ~~operating~~to ~~lease~~loan ~~obligations~~the orCompany ~~long-term~~an ~~liabilities,~~aggregate ~~other~~of ~~than~~up anto ~~agreement~~$150,000 to ~~pay~~cover anexpenses related ~~affiliate~~to ofthe ~~our~~Initial ~~Sponsor~~Public Offering pursuant to a ~~monthly~~promissory note. This loan is non-interest bearing and payable on demand. The Company ~~fee~~had ofdrawn down $10125,000 ~~for~~in ~~office space~~2020, ~~utilities~~which ~~and~~was ~~administrative~~still ~~support~~outstanding ~~provided~~as toof ~~the~~June ~~Company~~30, 2022. ~~Upon~~The ~~completion~~Company ofissued ~~the~~several ~~initial~~additional ~~Business~~promissory notes ~~Combination~~to orrelated ~~the~~parties ~~Company’s~~in ~~liquidation~~principal of an aggregate of $766,000. ~~the~~All ~~Company~~notes ~~will~~are ~~cease~~not ~~paying~~interest ~~these~~bearing ~~monthly~~and ~~fees~~are repayable upon conclusion of business combination. The principal balance may be prepaid at any time.

~~Business~~On July ~~Combination~~8, ~~Marketing~~2022, ~~Agreement~~the Sponsor issued a promissory note to Moolec, pursuant to which, Moolec agreed to loan to the Sponsor up to an aggregate principal amount of $350,000 to deposit into the Company’s Trust Account in connection with the extension of the Company’s termination date from July 12, 2022 to January 12, 2023 (or such earlier date as determined by the Board).

~~The Company has engaged EarlyBirdCapital as an~~In ~~advisor~~addition, in ~~connection~~order ~~with our business combination~~ to ~~assist~~finance ustransaction incosts ~~holding meetings with our shareholders to discuss the potential business combination and the target business’ attributes, introduce us to potential investors that are interested~~ in ~~purchasing our securities in~~ connection with ~~our~~a ~~initial~~ Business Combination, ~~assist us in obtaining shareholder approval for~~ the ~~Business~~Company’s ~~Combination~~Sponsor ~~and~~or ~~assist us~~an ~~with our press releases and public filings in connection with the Business Combination. We will pay EarlyBirdCapital a cash fee for~~affiliate ~~such~~of ~~services upon~~ the ~~consummation~~Sponsor ofor ~~our~~certain ~~initial Business Combination in an amount equal to 3.5%~~ of the ~~gross~~Company’s ~~proceeds~~officers ofand ~~this~~directors ~~Initial Public Offering. Additionally~~may, webut ~~will~~are ~~pay~~not ~~EarlyBirdCapital~~obligated ~~a cash fee equal~~ to, ~~1.0%~~provide of the ~~total~~Company ~~consideration~~Working ~~payable in the proposed~~Capital ~~business~~Loans. ~~combination~~To ~~if EarlyBirdCapital introduces us to the target business with which we complete a business combination; provided that the foregoing fee will not be paid prior to the~~ date, ~~that~~there iswere 90no ~~days~~amounts ~~from~~outstanding ~~the~~under ~~effective~~any ~~date~~Working ofCapital ~~the registration statement~~Loans.

~~Recent~~The Company ~~Accounting~~can ~~Pronouncements~~raise additional capital through Working Capital Loans from the initial stockholders, the Company’s officers, directors, or their respective affiliates, or through loans from third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

~~Management~~The Company ~~does~~anticipates that the $5,422 held outside of the trust account as of June 30, 2022, might not ~~believe~~be sufficient to allow the Company to operate until January 12, 2023, the period it has to consummate an initial business combination, assuming that ~~any~~a ~~recently~~business combination ~~issued~~is not consummated during that time. Until consummation of our business combination, ~~but~~the Company will be using the funds not ~~yet~~held ~~effective~~in the trust account, ~~accounting~~and ~~pronouncements~~any additional Working Capital Loans from the initial stockholders, ifthe ~~currently~~Company’s ~~adopted~~officers and directors, or ~~would~~their ~~have~~respective aaffiliates, ~~material~~for ~~effect~~identifying and evaluating prospective acquisition candidates, performing business due diligence on ~~our~~prospective ~~condensed~~target ~~financial~~businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing ~~statements~~corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~23

AsIf the ofCompany ~~March~~is 31unable to complete its initial Business Combination within the Extension Combination Period, ~~2022~~the Company will: (i) cease all operations except for the purpose of winding up, we(ii) ~~were~~as promptly as reasonably possible but not ~~subject~~more tothan ten business days thereafter, ~~any~~redeem 100% ~~market~~of orthe ~~interest~~outstanding ~~rate~~public ~~risk.~~shares, ~~Following~~at a per-share price, payable in cash, equal to the ~~consummation~~aggregate ofamount ~~our~~then ~~Initial~~on ~~Public~~deposit in ~~Offering~~the trust account, including any interest not previously released to the Company (net ~~proceeds~~ of ~~our~~taxes ~~Initial~~payable), ~~Public~~divided ~~Offering,~~by the number of ~~including~~then ~~amounts~~outstanding inpublic shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the ~~Trust~~right ~~Account~~to receive further liquidation distributions, ~~have~~if ~~been~~any), ~~invested~~subject into ~~U.S.~~applicable ~~government~~law, ~~treasury~~and ~~bills~~(iii) as promptly as reasonably possible following such redemption, ~~notes~~subject orto ~~bonds~~the ~~with~~approval aof ~~maturity~~the Company’s remaining stockholder and its board of ~~185~~directors, ~~days~~dissolve orand ~~less~~liquidate, orsubject (in ~~certain~~the ~~money~~case ~~market~~of ~~funds~~(ii) ~~that~~and ~~invest~~(iii) ~~solely~~above) into ~~U.S.~~the ~~treasuries.~~Company’s ~~Due~~obligations under Delaware law to ~~the~~provide ~~short-term~~for ~~nature~~claims of creditors and the requirements of ~~these~~other ~~investments,~~applicable ~~we believe~~law. ~~there~~It ~~will~~is not certain that The Company would be noable ~~associated~~to ~~material~~complete ~~exposure~~a business combination with the period of Initial Business Combination and Company cannot assure that it will have funds sufficient to ~~interest~~pay ~~rate~~or ~~risk~~provide for creditors’ claims.

~~ITEM~~These conditions 4raise substantial doubt about the Company’s ability to continue as a going concern through the next 12 months, if a business combination is not consummated. ~~CONTROLS~~These ~~AND~~unaudited ~~PROCEDURES~~condensed financial statements do not include any adjustments relating to the recovery of the recorded assets of the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Disclosure controls and procedures are controls~~Critical ~~and~~Accounting other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.Policies

24Use of Estimates

~~Evaluation~~The preparation of ~~Disclosure~~these ~~Controls~~unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and ~~Procedures~~assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

AsMaking ~~required~~estimates byrequires ~~Rules~~management ~~13a-15~~to ~~and~~exercise ~~15d-15~~significant ~~under~~judgment. ~~the~~It ~~Exchange~~is ~~Act,~~at ~~our~~least ~~Chief~~reasonably ~~Executive~~possible ~~Officer~~that ~~and Chief Financial Officer carried out an evaluation of~~ the ~~effectiveness~~estimate of the ~~design~~effect ~~and operation~~ of a ~~our~~condition, ~~disclosure~~situation ~~controls~~or ~~and~~set ~~procedures as~~ of ~~March~~circumstances ~~31, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded~~ that ~~our~~existed ~~disclosure~~at ~~controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under~~ the ~~Exchange~~date ~~Act)~~of ~~were not effective, due solely to~~ the ~~material~~unaudited ~~weakness~~condensed ~~in our internal control over~~ financial ~~reporting related to the Company’s accounting for complex financial instruments. As a result~~statements, ~~our~~which management ~~performed additional analysis~~ asconsidered ~~deemed necessary to ensure that our financial statements were prepared~~ in ~~accordance~~formulating ~~with~~its ~~GAAP. Accordingly~~estimate, ~~management~~could ~~believes~~change ~~that the financial statements included~~ in ~~this~~the ~~Annual~~near ~~Report~~term ondue ~~Form~~to ~~10-K~~one ~~present~~or ~~fairly,~~more infuture ~~all~~confirming ~~material~~events. ~~respects, our financial position,~~Actual results ~~result~~could ofdiffer ~~operations~~from ~~and~~those ~~cash flows of the periods presented~~estimates.

~~Management~~Warrant has identified a material weakness in internal controls related to the accounting for complex financial instruments. While we have a processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.Liabilities

We do not ~~expect~~use ~~that~~derivative ~~our~~instruments ~~disclosure~~to ~~controls~~hedge ~~and~~exposures ~~procedures~~to ~~will~~cash ~~prevent all errors and all instances of fraud. Disclosure controls and procedures~~flow, ~~no matter how well conceived and operated~~market, ~~can~~or ~~provide~~foreign ~~only~~currency ~~reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met~~risks. ~~Further,~~We ~~the~~evaluate ~~design~~all of ~~disclosure~~our ~~controls and procedures must reflect the fact that there~~financial ~~are resource constraints~~instruments, ~~and~~including ~~the~~issued ~~benefits~~stock ~~must~~purchase bewarrants, ~~considered relative~~ to ~~their~~determine ~~costs.~~if ~~Because~~such ofinstruments ~~the~~are ~~inherent~~derivatives ~~limitations~~or incontain ~~all~~features ~~disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance~~ that ~~we have detected all~~qualify ~~our~~as ~~control~~embedded ~~deficiencies and instances of fraud~~derivatives, ifpursuant ~~any.~~to ~~The~~ASC ~~design~~480 ~~of disclosure controls~~ and ~~procedures~~ASC also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions815-15.

2524

~~PART~~We account IIfor the Public Warrants and Private Warrants collectively (“Warrants”), as either equity or liability-classified instruments ~~OTHER~~based ~~INFORMATION~~on an assessment of the specific terms of the Warrants and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to our own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding.

~~Item~~For issued 1or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. ~~Legal~~For ~~Proceedings~~issued or modified warrants that do not meet all the criteria for equity classification, such warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants are recognized as a non-cash gain or loss on the statements of operations.

~~None~~We account for the Private Warrants in accordance with ASC 815-40 under which the Warrants do not meet the criteria for equity classification and must be recorded as liabilities. The fair value of the Private Warrants has been estimated using the Monte Carlo simulation model.

~~Item~~We evaluated ~~1A.~~the ~~Risk~~Public ~~Factors~~Warrants and Rights in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity,” and concluded that they met the criteria for equity classification and are required to be recorded as part a component of additional paid-in capital at the time of issuance.

~~There have been no material changes from the~~Net ~~risk~~Income ~~factors~~(Loss) ~~previously~~Per ~~disclosed~~Common ~~in our Annual Report on Form 10-K as filed with the SEC on April 12, 2022. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.~~Share

~~Item~~We comply 2with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. ~~Unregistered~~Net ~~Sales~~income (loss) per share is computed by dividing net income (loss) by the weighted average number of ~~Equity~~shares ~~Securities~~of our common stock outstanding during the period. We have two classes of shares, redeemable common stock and ~~Use~~non-redeemable common stock. Earnings and losses are shared pro rata between the two classes. Our condensed statement of ~~Proceeds~~operations ~~from~~applies ~~Registered~~the ~~Securities~~two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for redeemable common stock and non-redeemable common stock is calculated by dividing net income (loss), allocated proportionally to each class of common stock, by the weighted average number of shares of redeemable common stock and non-redeemable common stock outstanding. We do not include our warrants as they are anti-dilutive. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

~~Use~~Common Stock ofSubject ~~Proceeds~~to Possible Redemption

OnWe account ~~January~~for ~~12,~~our ~~2021,~~common stock subject to possible redemption in accordance with the ~~Company~~guidance ~~consummated~~in Accounting Standards Codification (“ASC”) ~~the~~Topic ~~IPO~~480 of“Distinguishing ~~12,000,000~~Liabilities ~~units~~from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at ~~$10~~fair value.00 ~~per~~Conditionally ~~Unit,~~redeemable ~~generating~~common ~~gross~~stock ~~proceeds~~(including ofcommon ~~$120,000,000.~~stock ~~Simultaneously~~that ~~with~~feature redemption rights that are either within the ~~closing~~control of the ~~IPO~~holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. Our common ~~the~~stock ~~Company~~feature ~~consummated~~certain redemption rights that are considered to be outside of our control and subject to the ~~sale~~occurrence of ~~3,850,000~~uncertain ~~Private~~future events. ~~Warrants~~Accordingly, common stock subject to possible redemption is presented at aredemption ~~price~~value as temporary equity, outside of ~~$1.00~~the stockholders’ ~~per~~deficit ~~warrant~~section of our condensed balance sheet.

~~On January 15, 2021, the underwriters exercised the over~~Off-~~allotment option in full to purchase 1,800,000 Units, generating aggregate gross proceeds of $18,000,000. Simultaneously with~~Balance ~~the~~Sheet ~~closing~~Financing of the sale of the Over-allotment Units, the Company consummated the sale of an additional 360,000 Private Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $360,000.Arrangements

~~Following~~We have ~~the~~no ~~close of our IPO~~obligations, ~~$138,000,000 from~~assets ~~the~~or ~~net proceeds of the sale of the units~~liabilities, ~~the~~which ~~exercise~~would ofbe ~~the~~considered ~~over~~off-~~allotment~~balance ~~option~~sheet ~~and~~arrangements ~~the~~as ~~sale~~ of ~~the~~June ~~Private~~30, ~~Warrants~~2022. ~~was~~We ~~placed~~do not participate in atransactions ~~trust~~that ~~account~~create ~~established~~relationships ~~for~~with ~~the~~unconsolidated ~~benefit~~entities ofor ~~our~~financial ~~public~~partnerships, ~~stockholders~~often ~~and~~referred ~~maintained~~to byas ~~Continental~~variable ~~Stock Transfer & Trust Company,~~interest asentities, ~~trustee.~~which ~~The~~would ~~proceeds~~have ~~held~~been inestablished for the ~~trust~~purpose ~~account~~of ~~may~~facilitating beoff-balance ~~invested~~sheet ~~by the trustee only in U~~arrangements.S. ~~government~~We ~~securities~~have ~~with~~not aentered ~~maturity~~into ofany ~~185~~off-balance ~~days~~sheet orfinancing ~~less~~arrangements, orestablished inany ~~money~~special ~~market~~purpose ~~funds~~entities, ~~investing~~guaranteed ~~solely~~any indebt ~~U.S.~~or ~~government~~commitments ~~treasury~~of ~~obligations~~other ~~and meeting certain conditions~~entities, ~~under~~or ~~Rule~~purchased 2aany non-7financial ~~under the Investment Company Act~~assets.

There has been no material change in the planned use of the proceeds from our initial public offering and the private placement as is described in the Company’s final prospectus related to our initial public offering.25

~~Item 3. Defaults Upon Senior Securities~~Contractual Obligations

~~None~~We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space, utilities and administrative support provided to us. Upon completion of the initial Business Combination or our liquidation, we will cease paying these monthly fees.

~~Item~~Business Combination 4.Marketing ~~Mine Safety Disclosures~~Agreement

~~Not~~We have ~~applicable~~engaged EBC as an advisor in connection with our business combination to assist in holding meetings with stockholders to discuss the potential business combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities in connection with the business combination, assist in obtaining stockholder approval for the business combination and assist with press releases and public filings in connection with the business combination. We would pay EBC a cash fee for such services upon the consummation of the business combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering. Additionally, we would pay EBC a cash fee equal to 1.0% of the total consideration payable in the proposed business combination if EBC introduces us to the target business with which we complete the business combination; provided that the foregoing fee would not be paid prior to the date that is 90 days from the effective date of the registration statement.

~~Item~~On June 514, 2022, we and EBC executed an amendment to the BCMA whereby we shall pay to EBC (A) a cash fee at Closing equal to (i) 20% of the aggregate gross proceeds (up to a maximum of $3,830,000) held in the Trust Account (after redemptions and reduction of all additional payments included in the Trust Account to accommodate all extensions) and received by us in any financing in connection with the Business Combination regardless of the source of such funds, plus (ii) $1,000,000 and (B) in consideration of EBC introducing Moolec to us, Holdco shall issue to EBC a number of ordinary shares of Holdco equal to $2,000,000 divided by the lesser of (y) the volume weighted average price of Holdco’s ordinary shares for the ten trading days preceding the six month anniversary of the Closing and (z) $10.00, ~~Other~~up ~~Information~~to a maximum of 600,000 shares (the “Share Fee”). The Share Fee shall be issued to EBC within five business days of the six month anniversary of the Closing, and Holdco shall register the resale of the ordinary shares issued to EBC as promptly as practicable after their issuance. The Sponsor shall forfeit to Holdco for cancellation the same number of shares of common stock payable to EBC under such Share Fee.

~~None~~As of June 30, 2022 and December 31, 2021, these fees are not accrued.

26Recent Accounting Pronouncements

~~Item~~In August 62020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ~~Exhibits~~ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 on January 1, 2022. The adoption did not impact our financial position, results of operations or cash flows.

Exhibit Number		Description
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS		Inline XBRL Instance Document (*)
101.SCH		Inline XBRL Taxonomy Extension Schema Document (*)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document (*)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document (*)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document (*)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document (*)
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). (*)

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the unaudited condensed financial statements.

* These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.26

27ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~SIGNATURES~~As of June 30, 2022, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

~~Pursuant to the requirements of the Securities~~ITEM ~~Exchange~~4. ~~Act~~CONTROLS ofAND ~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 16th day of May 2022.~~PROCEDURES

~~LIGHTJUMP~~Disclosure controls ~~ACQUISITION~~and ~~CORPORATION~~procedures ~~By:~~are ~~/s/~~controls ~~Robert~~and ~~Bennett~~other ~~Name:~~procedures ~~Robert~~that ~~Bennett~~are ~~Title:~~designed ~~Chief~~to ~~Executive~~ensure ~~Officer~~that ~~(Principal~~information ~~Executive~~required ~~Officer)~~to ~~By:~~be /disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s/ ~~Will~~rules ~~Bunker~~and ~~Name:~~forms. ~~Will~~Disclosure ~~Bunker~~controls ~~Title:~~and ~~Chief~~procedures ~~Financial~~include, ~~Officer~~without ~~(Principal~~limitation, ~~Accounting~~controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer), to allow timely decisions regarding required disclosure.

28Evaluation of Disclosure Controls and Procedures

As ~~LIGHTJUMP~~required ~~ACQUISITION~~by ~~CORP false~~ Rules 13a--12-31 Q1 0001825437 0001825437 2022-01-01 2022-03-31 0001825437 2022-05-09 0001825437 2022-03-31 0001825437 2021-12-31 0001825437 2021-01-01 2021-03-31 0001825437 us-gaap:CommonStockMember 2021-12-31 0001825437 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001825437 us-gaap:RetainedEarningsMember 2021-12-31 0001825437 us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001825437 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001825437 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001825437 us-gaap:CommonStockMember 2022-03-31 0001825437 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001825437 us-gaap:RetainedEarningsMember 2022-03-31 0001825437 us-gaap:CommonStockMember 2020-12-31 0001825437 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001825437 us-gaap:RetainedEarningsMember 2020-12-31 0001825437 2020-12-31 0001825437 us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001825437 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001825437 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001825437 us-gaap:CommonStockMember 2021-03-31 0001825437 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001825437 us-gaap:RetainedEarningsMember 2021-03-31 0001825437 2021-03-31 0001825437 us-gaap:IPOMember 2021-01-01 2021-01-12 0001825437 us-gaap:IPOMember 2021-01-12 0001825437 ljaq:PrivateWarrantsMember 2022-03-31 0001825437 us-gaap:OverAllotmentOptionMember 2021-01-01 2021-01-15 ~~0001825437 us~~ and 15d-~~gaap:PrivatePlacementMember 2021-01-01 2021-01-~~15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation ~~0001825437 us-gaap:IPOMember 2021-01-15 0001825437 us-gaap:IPOMember~~ of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2022~~-03-31~~. Based upon their evaluation, ~~0001825437 us~~our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-~~gaap:IPOMember 2022-01-01 2022-03-31 0001825437 2021-01-01 2021-01-~~15(e) ~~0001825437 us~~and 15d-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2022-03-31 0001825437 ljaq:SponsorMember 2022-01-01 2022-03-31 0001825437 ljaq:SponsorMember 2022-03-31 0001825437 ljaq:TrustAccountMember 2022-03-31 0001825437 ljaq:TrustAccountMember 2021-12-31 0001825437 us-gaap:MoneyMarketFundsMember 2022-03-31 0001825437 us-gaap:MoneyMarketFundsMember 2021-12-31 0001825437 us-gaap:WarrantMember 2022-03-31 0001825437 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember us-gaap:IPOMember 2022-01-01 2022-03-31 0001825437 us-gaap:OverAllotmentOptionMember 2021-01-15(e) under the Exchange Act) were not effective, due to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments as well as improper recording and accruing expenses. As a result, our management performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance 0001825437 us-gaap:PrivatePlacementMember 2021-01-15 0001825437 ljaq:FounderSharesMember 2020-09-01 2020-09-11 0001825437 ljaq:FounderSharesMember 2020-09-11 0001825437 2021-01-01 2021-01-11 0001825437 2021-01-11 0001825437 us-gaap:OverAllotmentOptionMember 2022-01-01 2022-03-31 0001825437 ljaq:FounderSharesMember 2021-01-01 2021-01-15 0001825437 pf0:ChiefExecutiveOfficerMember 2022-01-01 2022-03-31 0001825437 pf0:ChiefExecutiveOfficerMember 2022-03-31 0001825437 2022-02-09 2022-02-09 0001825437 2022-02-25 2022-02-25 0001825437 2022-04-01 2022-04-07 0001825437 ljaq:SponsorMember 2021-12-31 0001825437 us-gaap:PrivatePlacementMember 2022-03-31 0001825437 ljaq:SponsorMember 2022-01-01 2022-03-31 0001825437 ljaq:AdministrativeSupportAgreementMember 2022-01-01 2022-03-31 0001825437 ljaq:AdministrativeSupportAgreementMember 2021-01-01 2021-03-31 0001825437 pf0:ChiefExecutiveOfficerMember 2021-12-31 0001825437 us-gaap:FairValueInputsLevel1Member 2022-03-31 0001825437 us-gaap:FairValueInputsLevel2Member 2022-03-31 0001825437 us-gaap:FairValueInputsLevel3Member 2022-03-31 0001825437 us-gaap:FairValueInputsLevel1Member 2021-12-31 0001825437 us-gaap:FairValueInputsLevel2Member 2021-12-31 0001825437 us-gaap:FairValueInputsLevel3Member 2021-12-31 0001825437 2021-01-12 0001825437 2021-01-01 2021-12-31 0001825437 2021-01-01 2021-01-12 0001825437 us-gaap:WarrantMember 2020-12-31 0001825437 us-gaap:WarrantMember 2021-01-01 2021-03-31 0001825437 us-gaap:WarrantMember 2021-03-31 0001825437 us-gaap:WarrantMember 2022-01-01 2022-03-31 0001825437 ljaq:EarlyBirdCapitalIncMember 2022-01-01 2022-03-31 0001825437 ljaq:EarlyBirdCapitalIncMember 2020-with GAAP. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-01Q present fairly, 0001825437 2020-09-27 2020-10-01 0001825437 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2022-01-01 2022-03-31 0001825437 us-gaap:SubsequentEventMember 2022-04-07 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure in all material respects, our financial position, result of operations and cash flows of the periods presented.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments and improper recording and accruing expenses. While we have a process to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications, as well as carefully reviewing all invoices received to ensure accuracy. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K as filed with the SEC on April 12, 2022. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

Use of Proceeds

On January 15, 2021, the underwriters exercised the over-allotment option in full to purchase 1,800,000 Units, generating aggregate gross proceeds of $18,000,000. Simultaneously with the closing of the sale of the Over-allotment Units, the Company consummated the sale of an additional 360,000 Private Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $360,000.

Following the close of our IPO, $138,000,000 from the net proceeds of the sale of the units, the exercise of the over-allotment option and the sale of the Private Warrants was placed in a trust account established for the benefit of our public stockholders and maintained by Continental Stock Transfer & Trust Company, as trustee. The proceeds held in the trust account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit Number		Description
2.1*		Business Combination Agreement dated as of June, 14, 2022, by and among LightJump Acquisition Corporation, Company, Holdco, and Merger Sub (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).
3.1		Amendment 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).
10.1		Backstop Agreement dated as of June 14, 2022, by and among LightJump Acquisition Corporation, Company, Holdco, UG Holdings, LLC, Union Group Ventures Limited, THEO I SCSp and Sponsor (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).
10.2		Transaction Support Agreement dated as of June 14, 2022, by and among LightJump Acquisition Corporation, Sponsor, the Company, Holdco, certain Company Shareholders, SAFE Holders and SPAC Holders (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)
10.3		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).
10.4		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).
10.5		Amendment to Business Combination Marketing Agreement, dated June 14, 2022, between SPAC and EarlyBirdCapital, Inc. (incorporated by reference to Exhibit 10.6 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on June 15, 2022).
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS		Inline XBRL Instance Document (*)
101.SCH		Inline XBRL Taxonomy Extension Schema Document (*)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document (*)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document (*)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document (*)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document (*)
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). (*)

*	Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
**	These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 15th day of August 2022.

	LIGHTJUMP ACQUISITION CORPORATION

	By:	/s/ Robert Bennett
	Name:	Robert Bennett
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Will Bunker
	Name:	Will Bunker
	Title:	Chief Financial Officer
		(Principal Accounting Officer and Financial Officer)

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