Investor Presentaiton
Transaction Overview - Capitalization, Sources, and Uses
Transaction Sources and Uses
Sources
Redemptions Scenarios
Pro-Forma Valuation
Redemptions Scenarios
0%
50%
100%
0%
50%
100%
SPAC cash in trust¹
$27.7 M
8
Moolec shares (rollover equity)
Backstop
$325.0 M
$0.0 M
$13.8 M
$325.0 M
$0.0 M
$0.0 M
$325.0 M
$10.0 M
Pro-Forma Shares Outstanding"
Illustrative Share Price
1, 3
MM shares
$/share
39.3
37.9
$10.0
$10.0
37.69
$10.0
Pro Forma Equity Value
$393.3 M $379.5 M $375.6 M
Total Sources
$352.7 M
$338.8 M $335.0 M
Uses
Cash to Surviving Company Balance Sheet $16.0 M
Moolec shares (rollover equity)
Estimated transaction costs²
Total Uses
TM
SCIENCE IN
Moolec
ALTERNATIVE
PROTEINS
0%
50%
100%
$325.0 M
$11.7 M
$4.5 M
$325.0 M
$9.3 M
(-) Pro-Forma Cash to Surviving Company Balance Sheet¹ 2
(+) Pro-Forma Net Debt
$3.4 M
$325.0 M
$6.6 M
-$16.0 M
$0.0 M
-$4.5 M
$0.0 M
-$3.4 M
$0.0 M
Pro-Forma Enterprise Value
$377.3 M $375.0 M $372.2 M
$352.7 M
$338.8 M
$335.0 M
Pro-Forma Ownership1, 3
MM Shares
Redemptions Scenarios
0%
50%
100%
Existing Shareholders4
31.0
78.7%
31.0
81.7%
31.3
83.3%
LJAQ Public Stockholders
2.8
7.0%
1.4
3.7%
0.0
0.0%
Initial Stockholders5
2.5
6.5%
2.5
6.7%
3.0
8.1%
New Company Shareholders 10
Other Investors6
Total
1.5
3.8%
1.5
4.0%
1.5
4.0%
1.5
3.9%
1.5
4.0%
1.8
4.8%
39.3
99.9%
37.9 100.1%
37.69
100.2%
1 Assumes different redemptions scenarios from LJAQ Investors consider that balance of the Trust Account was reduced from $138 M as of June 30, 2022, to $28 M as of July 12, 2022; actual redemptions may differ
2 Estimated transaction costs paid in cash (excludes expenses paid with equity); final expenses will differ depending on negotiations
3 Excludes private & public warrants, transaction costs paid with equity post-closing, and management equity plan
4 Includes original Moolec shareholders
5 Refers to LJAQ Sponsor shares and ordinary shares issued to EarlyBird in connection with the IPO
6 Includes shares from Moolec SAFE holders that entail Theo I SCSp, third-party investors, and shares from other equity commitments
7 Assumes any existing debt will be canceled or prepaid at closing
8 LJAQ has entered into a backstop agreement with entities affiliated with Moolec to guarantee a $10M minimum cash condition at closing
9 Number of shares could differ depending on backstop agreement implementation
10 Reflects certain shareholders of Bioceres S.A. and Bioceres Group PLC that will receive a new issuance of Company Ordinary Shares, prior to the business combination, that will be exchanged for Holdco Ordinary Shares
.43View entire presentation