Current Report Filing (8-k)
January 20 2021 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 12, 2021
LIGHTJUMP ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-39869
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85-2402980
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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2735 Sand Hill Road, Suite 110
Menlo Park, CA 94025
(Address of Principal Executive Offices) (Zip
Code)
(650) 515-3930
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one share of common stock and one-half of one redeemable warrant
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LJAQU
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The Nasdaq Stock Market LLC
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Common stock, par value $0.0001 per share
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LJAQ
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The Nasdaq Stock Market LLC
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Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
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LJAQW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01. Entry into a Material Definitive
Agreement.
On January 8, 2021, the
Registration Statement on Form S-1, as amended (File No. 333- 251435) (the “Registration Statement”) relating
to the initial public offering of units of LightJump Acquisition Corporation (the “Company”) was declared effective
by the Securities and Exchange Commission (“SEC”).
In connection with
the consummation of the IPO (defined below), the Company entered into an Underwriting Agreement and various other agreements
filed as exhibits to the Registration Statement and filed an amended and restated certificate of incorporation with the
Secretary of the State of Delaware on January 12, 2021. The material terms of such agreements and the amended and restated
certificate of incorporation are fully described in the Company’s final prospectus, dated January 8, 2021, as filed
with the SEC on January 12, 2021. The executed agreements and amended and restated certificate of incorporation are filed as
exhibits to this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of Equity
Securities.
The information
provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02.
Item 5.03. Amendments to Certificate of
Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 1.01 of this Form 8-K is incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On January 12, 2021, the
Company consummated its initial public offering (“IPO”) of 12,000,000 of its units (“Units”).
Each Unit consists of one share of common stock, $0.0001 par value per share (“Common Stock”), and one-half
of one warrant (“Warrant”), with each whole Warrant entitling the holder to purchase one share of Common Stock
at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $120,000,000.
Simultaneously with
the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of 3,850,000
warrants (“Private Warrants”) at a price of $1.00 per Private Warrant, generating total proceeds of $3,850,000,
to certain of the Company’s initial stockholders and certain funds and accounts managed by the Company. The Private Warrants
are identical to the Warrants sold in the IPO, except that the Private Warrants are non-redeemable and may be exercised for cash
or on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees.
The purchasers of the Private Warrants have agreed not to transfer, assign or sell any of the securities purchased in the Private
Placement, including the underlying shares of Common Stock (except to certain permitted transferees), until after the consummation
of the Company’s initial business combination.
An audited balance
sheet as of January 12, 2021 reflecting receipt of the proceeds received by the Company in connection with the consummation of
the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form
8-K. A copy of the press release issued by the Company announcing the consummation of the IPO and Private Placement is included
as Exhibit 99.2 to this Current Report on Form 8-K.
On January 15, 2021,
the Company consummated the sale of an additional 360,000 Private Warrants pursuant to the underwriter’s exercise of its
over-allotment option to purchase 1,800,000 additional Units for gross proceeds of $18,000,000. The Private Warrants were sold
at $1.00 per Private Warrant, generating additional gross proceeds of $360,000. Following the closing of the over-allotment option,
an aggregate amount of $138,000,000 was placed in the Company’s trust account established in connection with the IPO.
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Item 9.01.
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Financial Statement and Exhibits.
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SIGNATURE
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
hereunto duly authorized.
Dated: January 19, 2021
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LIGHTJUMP ACQUISITION CORP.
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By:
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/s/ Robert Bennett
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Name:
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Robert Bennett
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Title:
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Chief Executive Officer
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