Core Insights - Moolec Science Limited has received regulatory approval in Argentina for its proprietary Safflower GLASO technology, which is aimed at enhancing protein solutions in the food industry [1] - The company is expanding its U.S. acreage to support revenue-generating activities, indicating growth and operational scaling [1] - A new Chief Financial Officer has been appointed to strengthen the leadership team, suggesting a focus on financial management and strategic direction [1] Regulatory Approval - The National Service for Agri-Food Health and Quality (SENASA) in Argentina has granted feed and food approval for Moolec's Safflower GLASO technology, marking a significant regulatory milestone [1] Expansion Plans - The expansion of U.S. acreage is part of Moolec's strategy to enhance its revenue-generating capabilities, reflecting a proactive approach to market growth [1] Leadership Changes - The appointment of a new Chief Financial Officer is aimed at bolstering the leadership team, which may enhance the company's financial strategy and operational efficiency [1]

Financial Performance - Revenue for the three months ended December 31, 2024, was $4,199,966, a 110.4% increase compared to $1,992,163 for the same period in 2023[5] - The company reported a basic and diluted loss per share of $0.11 for the three months ended December 31, 2024, compared to $0.09 for the same period in 2023[5] - For the six months ended December 31, 2024, the company reported revenue of $4,199,966, a significant increase from $1,992,163 in the same period of 2023, representing a growth of approximately 110.4%[31] - The company had a loss for the period of $4,342,806 for the six months ended December 31, 2024, compared to a loss of $3,374,520 in the same period of 2023[31] - For the six-month period ended December 31, 2024, the Group reported a net loss of $4,342,806 compared to a net loss of $3,374,520 for the same period in 2023, representing an increase of approximately 28.7%[72] - The basic and diluted loss per ordinary share for the six-month period ended December 31, 2024, was $(0.11), compared to $(0.09) for the same period in 2023, indicating a worsening of 22.2%[72] Expenses and Costs - Cost of sales for the six months ended December 31, 2024, was $3,317,333, significantly higher than $20,040 for the same period in 2023[5] - The cost of sales for the six months ended December 31, 2024, was $4,859,562, compared to $1,539,682 for the same period in 2023, indicating an increase of about 215.5%[31] - Research and development expenses decreased to $298,003 for the six months ended December 31, 2024, from $516,022 in 2023, reflecting a 42.3% reduction[5] - Research and development expenses for the six months ended December 31, 2024 totaled $723,545, down from $903,757 in the same period of 2023[69] - The company recognized a financial cost of $1,214,190 for the six months ended December 31, 2024, compared to $196,706 for the same period in 2023[67] - The total depreciation charge for fixed assets was $(100,723) for the six months ended December 31, 2024, compared to $(58,716) for the same period in 2023, reflecting an increase of approximately 71.6%[41] Assets and Liabilities - Total assets decreased to $31,381,363 as of December 31, 2024, down from $34,786,924 as of June 30, 2024[8] - Cash and cash equivalents dropped to $1,929,911 as of December 31, 2024, compared to $5,389,928 as of June 30, 2024, indicating a 64.2% decline[8] - Total equity decreased to $2,796,578 as of December 31, 2024, from $6,815,760 as of June 30, 2024, a decline of 59.0%[8] - Financial debts increased to $19,372,053 as of December 31, 2024, compared to $11,703,708 as of June 30, 2024, marking a 65.7% rise[8] - As of December 31, 2024, total financial debt amounted to $21,737,947, an increase from $14,259,391 as of June 30, 2024[66] - Total financial liabilities increased to $28,268,746 as of December 31, 2024, compared to $27,899,068 as of June 30, 2024[79] Cash Flow and Management - The net cash used in operating activities for the six months ended December 31, 2024, was $2,016,632, a decrease from $5,647,859 in the prior year, reflecting improved cash flow management[31] - The company reported a net decrease in cash and cash equivalents of $3,447,549 for the six months ended December 31, 2024, compared to a decrease of $908,876 in the same period of 2023[31] - The Group's cash and cash equivalents decreased to $925,794 as of December 31, 2024, down from $3,296,554 as of June 30, 2024[79] Shareholder and Corporate Actions - The Company has received a notification from Nasdaq regarding non-compliance with the listing rule due to the closing bid price remaining below $1.00 per share for over 30 consecutive business days[80] - The Board of Directors has proposed a reverse stock split to regain compliance with Nasdaq listing requirements, with a recommended ratio between 2:1 and 10:1[85] - The Company is in the process of transferring its jurisdiction of incorporation from Luxembourg to the Cayman Islands[86] - The Company will consider the potential appointment of two new members for its Board of Directors[89] - The new Chief Executive Officer will be announced before April 22, 2025[89] - All Board members remain committed to the Company's operations and strategic objectives[89] Other Financial Results - Other comprehensive income for the three months ended December 31, 2024, was $660,622, contrasting with a loss of $913,537 for the same period in 2023[5] - The total other financial results for the six months ended December 31, 2024 were $1,326,093, significantly higher than $431,865 in the same period of 2023[67] - The company recognized a deferred tax benefit of $252,900 for the six months ended December 31, 2024, contrasting with a deferred tax expense of $451,281 in the same period of 2023[31] - The company recorded an income of $281,807 related to the reversal of previously recognized share-based payment expenses as of December 31, 2024[68]

Market Overview - The company operates in the global processed meat products ingredients market, estimated to be approximately US$30 billion[305]. - The serviceable obtainable market for the company's products could reach US$30 billion, contingent on successful product development and commercialization[352]. - The company has entered into contracts with customers in over 14 countries, indicating a broad international market presence[339]. Acquisitions and Partnerships - The company acquired ValoraSoy Food Ingredients for a total consideration of US$2.6 million, enhancing its capabilities in producing textured soy proteins[312]. - The acquisition of ValoraSoy Food Ingredients was completed for a total consideration of US$2.6 million, enhancing the company's capabilities in producing textured soy proteins and expanding its commercial network[336]. - The partnership with Insud for Microo Food Ingredients aims to produce animal-free ingredients, enhancing the company's R&D capabilities and expanding its product offerings[337]. Technology and Innovation - The company holds a growing international patent portfolio of 25 patents, both granted and pending, which supports its competitive advantage in molecular farming technology[307]. - The company has identified and sought patent protection for over 3 patents related to its food ingredients and meat replacement technologies, with 19 patents currently held and 12 applications pending[358]. - The company’s molecular farming technology is designed to produce animal proteins in plants, potentially increasing nutritional value while maintaining cost efficiency[324][326]. - The company has ongoing R&D projects focused on expressing proteins in host plants, with service agreements in place with various research institutions[361]. Financial Performance - Revenue increased from $905,049 for the year ended June 30, 2023, to $5,625,124 for the year ended June 30, 2024, representing a growth of 521.5%[397]. - Cost of sales rose from $1,048,354 in 2023 to $5,152,543 in 2024, an increase of 391.5%[398]. - Research and development expenses increased by $421,056 or 31.2%, from $1,351,217 in 2023 to $1,772,273 in 2024[399]. - Administrative expenses grew by $2,714,195 or 56.4%, from $4,808,655 in 2023 to $7,522,850 in 2024[400]. - Financial costs surged by $1,005,383, from $160,035 in 2023 to $1,165,418 in 2024, a rise of 628.2%[401]. - Net loss before income tax decreased from $52,023,422 in 2023 to $8,359,245 in 2024, a reduction of 83.9%[398]. - Net cash used in operating activities increased by $1,816,915, from $7,511,353 in 2023 to $9,328,268 in 2024[409]. - Cash and cash equivalents at the end of the year increased to $5,389,928 in 2024 from $2,527,673 in 2023[408]. Management and Staffing - The company’s management team consists of experienced PhDs and industry insiders, providing insights into scalable and sustainable demand fulfillment[327]. - As of June 30, 2024, the company employed 52 staff members, including 11 Ph.D. scientists, across multiple countries[379]. - As of June 30, 2024, the total number of employees increased to 52, up from 45 in June 30, 2023, representing a 15.6% growth[445]. - 88% of total employees were located in Argentina as of June 30, 2024, compared to 89% in June 30, 2023[445]. Regulatory and Compliance - The company has received regulatory approvals from USDA-APHIS for its GLA safflower and soybean Piggy Sooy products, eliminating the need for permits for their movement and release[368][369]. - The company has submitted a dossier to Argentina's Ministry of Agriculture for processing approval of GLASO, indicating ongoing regulatory efforts in the region[372]. Strategic Plans - The company aims to address supply chain vulnerabilities highlighted by geopolitical conflicts, which have affected the availability of animal-derived ingredients[315]. - The company is positioned to capitalize on the shift in consumer preferences towards health, sustainability, and ethical sourcing[314]. - The company plans to expand its sales and marketing team to educate consumers and respond to market trends as it grows its brand[353]. - The company is currently marketing GLASO, which is at the product launch stage, and expects to accelerate marketing efforts in the upcoming months[389]. Capital and Financing - The company plans to finance future capital needs through private placements, public offerings, and collaborations, as it relies on raising capital until sufficient revenue is generated[393]. - The company issued a convertible note to Insud for an aggregate principal amount of approximately US$21 million, with an initial cash payment of US$10 million[466]. - The convertible note will mature in 36 months and will initially accrue interest at 10.0% per annum, including a "payment-in-kind" feature[467]. - The company has the option to convert the principal amount outstanding under the convertible notes into ordinary shares at a strike price of US$6.00 per share if the trading price exceeds this for 10 trading days[467]. Governance - The Board of Directors consists of five members, with each director eligible for reappointment after a one-year mandate[434]. - The company has established an audit committee, a compensation committee, and a nominating committee, all operating under written charters[435]. - The company’s audit committee consists of three members, all of whom meet independence standards and financial literacy requirements[436]. - The compensation committee is responsible for evaluating the performance and compensation of the Chief Executive Officer and other executive officers[441]. - The nominating committee oversees succession planning for the Chief Executive Officer and other executive officers[443]. Legal Matters - The company is not currently involved in any legal proceedings as of the date of the report[471]. - The company entered into indemnification agreements with directors and executive officers to protect against liabilities incurred in their roles[468].

Moolec Science (NASDAQ:MLEC) stock is taking off on Monday after the company got approval from the Food and Drug Administration (FDA) for its plant-grown animal proteins. According to a press release from the company, this covers its genetically engineered soybean that accumulates animal proteins. The FDA’s Department of Agriculture ruled that the genetically engineered soybean is unlikely to pose an increased plant pest risk compared to normal soybeans.With this the company can continue to development of P ...

Financial Performance - The Group reported a loss for the period of $3,374,520 for the six months ended December 31, 2023, compared to a loss of $48,682,274 for the same period in 2022, indicating a significant improvement[11]. - Revenue for the six months ending December 31, 2023, was reported at $1,992,163, with an Ex-IAS 29 measure of $3,073,882 after adjusting for hyperinflation[27]. - The Group's consolidated loss before income tax for the six months ended December 31, 2023, was $3,825,801, significantly improved from a loss of $48,682,274 for the same period in 2022[49]. - The total comprehensive loss for the period was $(4,288,057), a decrease from $(48,682,274) in the previous year[101]. - The company reported a loss from operations of $(4,060,960) for the six months ended December 31, 2023, compared to $(1,793,045) in the previous year[106]. - The basic and diluted loss per share for the six months ended December 31, 2023, was $(0.09), a significant improvement from $(1.57) in the prior year[66]. Cash and Liquidity - The net cash used in operating activities for the six months ended December 31, 2023, was $5,647,859, compared to $583,015 for the same period in 2022[11]. - The Group's cash and cash equivalents at the end of the period were $1,701,483, down from $10,429,258 at the end of the previous year[11]. - Cash and cash equivalents decreased to $1,701,483 as of December 31, 2023, from $2,527,673 as of June 30, 2023, reflecting a decline of about 32.7%[35]. - The Group received $5,000,000 from a convertible note issued to Grupo Insud as of October 15, 2023, with an additional $5,000,000 received in January 2024, enhancing liquidity for the next 12 months[54]. Assets and Liabilities - Total assets decreased from $24,051,289 on June 30, 2023, to $21,320,885 on December 31, 2023, representing a decline of approximately 11.4%[109]. - Total equity fell from $10,105,933 on June 30, 2023, to $6,684,018 on December 31, 2023, a decrease of about 33.9%[111]. - The Company reported total non-current assets of $8,314,533 as of December 31, 2023, down from $9,956,426 as of June 30, 2023, representing a decrease of approximately 16.5%[30]. - Total current liabilities increased from $12,599,191 to $8,281,449, reflecting a decrease of about 34.3%[109]. - Non-current liabilities rose significantly from $1,346,165 to $6,355,418, an increase of approximately 371.5%[109]. Inventories and Receivables - As of December 31, 2023, the total inventories amounted to $501,582, an increase of 7.2% from $465,748 as of June 30, 2023[7]. - The Group's non-current receivables with shareholders increased to $9,456,053 as of December 31, 2023, from $8,763,027 as of June 30, 2023[4]. - Trade receivables decreased from $361,097 to $284,849, a decline of about 21.1%[109]. Expenses - Administrative expenses increased significantly to $3,548,767 for the six months ended December 31, 2023, compared to $725,394 in the prior year[63]. - Research and development expenses totaled $903,757 for the six months ended December 31, 2023, up from $404,489 in the same period of 2022[63]. - Total financial costs for the six months ended December 31, 2023, amounted to $196,706, with interest expenses of $179,235[60]. Shareholder and Equity Information - As of December 31, 2023, the share capital and share premium totaled $66,996,982, with 37,563,768 shares issued[11]. - The Company granted share options to executives with an exercise price ranging from $1.52 to $8.00, with a total of 1,723,633 underlying ordinary shares granted[37][39]. - The total charge for share-based payment plans recognized during the six months ended December 31, 2023, was $522,474, compared to $72,279 for the same period in 2022[42]. - Equity settled share-based payment increased from $1,335,253 to $2,201,395, an increase of approximately 65%[111]. Financial Support and Future Outlook - The Group's financial support from main shareholders is confirmed for a minimum period of twelve months from the date of these financial statements[54]. - The company entered into a Share Purchase Agreement with Nomura for a committed equity financing facility of up to $50 million over 36 months[85].

Financial Performance - Revenue for the three months ended September 30, 2023, was $1,740,050, compared to $0 in the same period in 2022[6] - Cost of sales for the same period was $1,519,642, resulting in a gross loss of $1,519,642[6] - The net loss for the period was $1,591,003, compared to a net loss of $721,426 in the prior year, representing an increase of 120%[6] - The consolidated loss before income tax for the three months ended September 30, 2023, was $1,806,294, compared to a loss of $721,426 for the same period in 2022[57] - The basic and diluted loss per ordinary share for the three months ended September 30, 2023, was $(0.04), compared to $(0.02) for the same period in 2022[64] Expenses - Research and development expenses increased to $387,736 from $372,932 year-over-year, reflecting a growth of 4%[6] - Administrative expenses surged to $1,863,418, up from $314,565, indicating a significant increase of 493%[6] - Total administrative expenses for the three months ended September 30, 2023, were $1,863,418, significantly higher than $314,565 for the same period in 2022[61] - Research and development expenses for the three months ended September 30, 2023, totaled $387,736, compared to $372,932 in the prior year[62] - The charge for share-based payment plans recognized during the three months ended September 30, 2023, was $235,522, compared to $42,373 in the same period of 2022[52] - Key management personnel compensation for Q3 2023 included short-term employee benefits of $15,375 and share-based payments of $214,963, compared to $40,341 in Q3 2022[66] Assets and Liabilities - Total assets decreased to $22,491,999 as of September 30, 2023, down from $24,051,289 as of June 30, 2023, a decline of 6.5%[9] - Cash and cash equivalents fell to $853,594 from $2,527,673, a decrease of 66.3%[9] - Total equity decreased to $8,891,610 from $10,105,933, reflecting a decline of 12%[9] - Total financial assets as of September 30, 2023, amounted to $11,774,756, a decrease from $13,288,008 as of June 30, 2023[70] - Total financial liabilities as of September 30, 2023, were $12,757,356, slightly down from $12,873,549 as of June 30, 2023[70] - The net financial liability as of September 30, 2023, was $(982,600), a decline from a net asset of $414,459 as of June 30, 2023[70] Working Capital and Financial Position - As of September 30, 2023, the Group has a negative working capital of $9,316,239, primarily due to reorganization expenses and financial debts exceeding account receivables[21] - The company reported trade and other receivables of $10,920,899 as of September 30, 2023, compared to $10,454,301 as of June 30, 2023[70] - The company has a committed equity financing facility of up to $50 million with Nomura, which can be utilized over a 36-month period[45] - The Group's financial statements have been prepared on a going concern basis, indicating confidence in the ability to realize assets and discharge liabilities in the normal course of operations[26] Shareholder and Financing Activities - Moolec Science Limited issued shares to new shareholders, with an aggregate purchase price of $15,000,000 due within five years, accruing an internal rate of return of 13.20%[41] - The Group's management has entered into an agreement to issue a convertible note due 2026 to Grupo Insud, which is expected to improve the financial situation over the next 12 months[21] - The company has entered into an agreement to issue a convertible note to Grupo Insud for approximately $21 million, with a strike price of $6.00 per share[72] - The total amount from the convertible notes, including cash and in-kind contributions, is approximately $30 million[74] Inventory and Assets Valuation - Total inventories decreased to $390,293 as of September 30, 2023, compared to $465,748 as of June 30, 2023[43] - The net book amount of intangible assets as of September 30, 2023, was $8,330,685, down from $8,519,098 as of June 30, 2023[39] - The fair value of warrants as of September 30, 2023, was $389,961, down from $887,689 as of June 30, 2023[55] - Warrant liabilities decreased to $389,961 as of September 30, 2023, from $887,689 as of June 30, 2023[70] Supply Agreements - The company secured a supply agreement for approximately 15,000 tons of HB4® soybeans with Bioceres Crop Solutions, which may be upsized for a similar volume[73]

Financial Data and Key Metrics Changes - Revenues increased to $1.7 million in Q1 2024 from $0.9 million in the previous quarter, representing a growth of 92% quarter-over-quarter, primarily driven by a full quarter consolidation of the acquired business and higher average pricing and volumes [16][39] - Operational cash utilization for the quarter was approximately $1.8 million, consistent with historical cash expense management while supporting R&D progress [39] - Gross margin increased due to stable soy origination and favorable market conditions, with admin expenses significantly lower at approximately $1.9 million compared to $3 million in the previous quarter [99] Business Line Data and Key Metrics Changes - The company successfully harvested 35 hectares of gamma-linolenic acid safflower oil (GLASO) with a yield of 1.8 tons per hectare, exceeding average yields by approximately 50% [7][8] - The expression levels of myoglobin in T3 transgenic events reached 20.4% total soluble protein, demonstrating stable expression across generations [12][35] Market Data and Key Metrics Changes - The agro-market is projected to reach $829 billion by 2025, with a focus on processed meat products such as burgers and sausages, which represents a significant opportunity for the company [28] - The company is addressing iron supplementation as an additional market opportunity, expanding its addressable market [28] Company Strategy and Development Direction - The company aims to bypass dependence on animals by genetically engineering plants to produce animal proteins, contributing to a more sustainable food industry [5][27] - Plans to scale up operations include planting between 100 to 350 hectares in fiscal year 2024, focusing on commercialization and risk reduction [31][8] - The establishment of Moo Labs, a fully owned molecular biology lab, is expected to enhance control over intellectual property and reduce costs associated with third-party labs [13][91] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the progress made in R&D and the execution of strategies, highlighting the importance of maintaining controlled cash flow while advancing the R&D pipeline [39][90] - The impact of recent economic reforms in Argentina is still uncertain, but the company has limited exposure to the region [49] Other Important Information - The company has closed a capital raise with strategic investors, resulting in $10 million of cash contributions and $21 million in-kind contributions, strengthening its liquidity position [39] - The transition from greenhouse to field trials is crucial for achieving commodity pricing for soybeans, emphasizing the need for real agronomic conditions [58][59] Q&A Session Summary Question: What are the advantages of setting up Moo Labs at Texas A&M? - The establishment of Moo Labs allows for better control over intellectual property, cost savings, and access to skilled scientists, enhancing the efficiency of R&D efforts [19][41] Question: Thoughts on accelerating commercial development for GLASO? - Management is optimistic about GLASO yields and is focused on maintaining control over the seed process while exploring potential royalty models for commercialization [22][44] Question: How will the recent economic reforms in Argentina impact the business? - The impact is still unclear, but the company has limited exposure to Argentina, and the devaluation of the peso may lower dollar-denominated expenses [49] Question: How many third-party labs are still in use? - The company continues to utilize third-party labs for specific projects while focusing on internal capabilities to maintain control over intellectual property [53][56] Question: What is the significance of moving from greenhouses to field trials? - Transitioning to field trials is essential for achieving competitive pricing and validating plant performance under real conditions [58][59]

PART I [Introductory Note and Presentation of Financial and Other Information](index=13&type=section&id=INTRODUCTORY%20NOTE%20AND%20PRESENTATION%20OF%20FINANCIAL%20AND%20OTHER%20INFORMATION) The consummation of the Business Combination established the company's public status, IFRS reporting standards, and June 30 fiscal year-end - On December 30, 2022, Moolec Science SA consummated its Business Combination with LightJump Acquisition Corporation, becoming the **new public holding company**[75](index=75&type=chunk) - As a result of the transaction, Moolec Limited and LightJump became **direct subsidiaries** of Moolec Science SA[79](index=79&type=chunk) - The company's audited consolidated financial statements are prepared in accordance with **IFRS** as issued by the IASB[82](index=82&type=chunk) [Key Information](index=16&type=section&id=ITEM%203.%20KEY%20INFORMATION) The company faces significant risks related to its early-stage operations, unproven technology, competition, GMO perception, and potential PFIC tax status [Risk Factors](index=16&type=section&id=D.%20Risk%20Factors) Operational, financial, regulatory, and market acceptance risks stem from the company's early-stage nature, historical losses, and reliance on molecular farming - The company is an early-stage entity with a history of financial losses, reporting a **net loss of US$51.8 million** for the year ended June 30, 2023, and an **accumulated deficit of US$58.6 million**[102](index=102&type=chunk) - Future revenue is highly dependent on the success of its **molecular farming technology**, for which there is currently limited performance data[108](index=108&type=chunk) - The company faces challenges from public perception of **genetically modified organisms (GMOs)**, which could negatively impact product acceptance and sales[141](index=141&type=chunk) - The company was likely a **Passive Foreign Investment Company (PFIC)** for the taxable year ending June 30, 2023, posing adverse U.S. tax consequences for shareholders[101](index=101&type=chunk)[244](index=244&type=chunk) [Information on the Company](index=50&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) The company operates as a science-based ingredient producer using molecular farming, highlighted by its history, recent acquisitions, and product pipeline [History and Development of the Company](index=50&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) The company evolved from a Bioceres spin-off, recently acquiring ValoraSoy for processing capabilities and securing approximately $30 million in financing - Moolec is a science-based ingredient company that uses molecular farming technology developed over a decade at Bioceres before Moolec was **spun-out in 2020**[246](index=246&type=chunk) - On April 24, 2023, the company **acquired ValoraSoy S.A.** to consolidate its molecular farming technology with industrial processing capabilities[250](index=250&type=chunk)[254](index=254&type=chunk) - On October 15, 2023, Moolec entered into agreements for convertible notes with Insud and Bioceres, totaling **approximately $30 million in financing**[272](index=272&type=chunk)[274](index=274&type=chunk)[804](index=804&type=chunk) [Business Overview](index=55&type=section&id=B.%20Business%20Overview) The company's operations center on a pipeline of genetically engineered crops to produce animal proteins, supported by R&D partnerships and a growing IP portfolio Product Development Pipeline and Timeline | Project | Application | Host | Development Stage | Planned Commercial Launch | | :--- | :--- | :--- | :--- | :--- | | SPC2 | Food Ingredient | Safflower | Scale-up | 2025 | | GLASO | Nutritional Oil | Safflower | Scale-up | 2025 | | YEEA1 | Nutritional Supplement/Food Ingredient | Yeast | Development | 2025 | | SOOY1 | Meat replacement | Soybean | Development | 2027 | | SOOY2 | Meat replacement | Soybean | Transformation | 2029 | | SOOY3 | Meat replacement | Soybean | Transformation | 2029 | | PEEA1 | Meat replacement | Pea | Transformation | 2028 | - The company's intellectual property portfolio includes over **26 patents** (granted and pending) and **22 trademarks** across key jurisdictions[297](index=297&type=chunk)[298](index=298&type=chunk)[299](index=299&type=chunk) - Moolec has received **regulatory approvals** from the USDA-APHIS and FDA for its GLA safflower and from Argentina's MAGP for its chymosin safflower[318](index=318&type=chunk)[320](index=320&type=chunk) [Organizational Structure](index=64&type=section&id=C.%20Organizational%20Structure) Moolec Science SA is the parent holding company with key subsidiaries in the UK, USA, and Argentina, and a joint arrangement in Spain Main Subsidiaries and Joint Arrangements (as of June 30, 2023) | Name | Jurisdiction of Incorporation | Ownership Interest | Voting Interest | | :--- | :--- | :--- | :--- | | Moolec Science Limited | England | 100% | 100% | | LightJump Acquisition Corporation | Delaware | 100% | 100% | | Valorasoy S.A. | Argentina | 100% | 100% | | AG Biomolecules LLC | Delaware | 100% | 100% | | Microo Foods Ingredients S.L. | Spain | 50% | 50% | [Operating and Financial Review and Prospects](index=65&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) A net loss of $51.8 million in fiscal 2023 was driven by a non-cash listing cost, while the company secured $30 million in post-period financing [Operating Results](index=65&type=section&id=A.%20Operating%20Results) Fiscal year 2023 results show a net loss of $51.8 million, primarily from a $42.7 million non-cash listing cost, with first revenues of $0.9 million from ValoraSoy Consolidated Statements of Comprehensive Loss (FY 2023 vs. FY 2022) | Metric | For the year ended June 30, 2023 (USD) | For the year ended June 30, 2022 (USD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 905,049 | — | N/A | | Loss from operations | (6,653,805) | (3,652,433) | 82.2% | | Share based payment cost of listing shares | (42,705,061) | — | N/A | | Transaction expenses | (3,535,046) | — | N/A | | **Net loss for the year** | **(51,788,880)** | **(4,526,905)** | **1,044.0%** | | Basic and diluted loss per share | (1.50) | (0.15) | 900.0% | - Revenue of **$905,049 in FY2023** was generated following the acquisition of ValoraSoy, as the company had no revenue in the prior year[342](index=342&type=chunk) - The significant increase in net loss was primarily driven by a one-time, non-cash charge of **$42.7 million for share-based payment costs** related to the public listing[351](index=351&type=chunk) [Liquidity and Capital Resources](index=70&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) Liquidity is sourced from shareholder funding and financing activities, with $2.5 million in cash and a new $50 million equity facility as of June 30, 2023 Consolidated Statement of Cash Flows Summary | Cash Flow Activity | For the year ended June 30, 2023 (USD) | For the year ended June 30, 2022 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | (7,511,353) | (1,885,979) | | Net cash used in investing activities | (2,336,820) | — | | Net cash generated from financing activities | 11,281,661 | 2,000,000 | | **Net increase in cash and cash equivalents** | **1,433,488** | **114,021** | | **Cash and cash equivalents at end of year** | **2,527,673** | **1,081,808** | - In April 2023, the company entered into a committed equity financing facility with Nomura, allowing it to sell up to **$50 million** of its ordinary shares[359](index=359&type=chunk) - As of June 30, 2023, total outstanding borrowings amounted to **$2.65 million**[366](index=366&type=chunk) [Directors, Senior Management, and Employees](index=73&type=section&id=ITEM%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) The company is led by a five-member board and an experienced executive team, with 45 employees as of June 30, 2023 - The aggregate compensation for senior management for the year ended June 30, 2023, was **US$1.2 million**, which includes restricted stock units[382](index=382&type=chunk) - The company's board consists of **five directors** and has established an Audit Committee, a Compensation Committee, and a Nominating Committee[386](index=386&type=chunk)[387](index=387&type=chunk)[389](index=389&type=chunk) Employee Count by Year | Year (as of June 30) | Total Employees | | :--- | :--- | | 2023 | 45 | | 2022 | 9 | | 2021 | 6 | Major Share Ownership (as of June 30, 2023) | Beneficial Owner | Percentage Owned (%) | | :--- | :--- | | THEO I SCSp | 40.9% | | Bioceres Group PLC | 40.9% | | Union Group Ventures Limited | 40.4% | | BG Farming Technologies Ltd. | 38.8% | [Major Shareholders and Related Party Transactions](index=82&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) Ownership is concentrated among a few major entities, and the company maintains a formal policy for reviewing related party transactions - Major shareholders, including THEO I SCSp, Bioceres Group PLC, and Union Group Ventures Limited, each reported beneficial ownership of **over 40%** of the company's share capital in January 2023[410](index=410&type=chunk) - The Board of Directors has adopted a written policy for reviewing and approving related party transactions **exceeding US$120,000**[405](index=405&type=chunk) [Additional Information](index=86&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) The company's corporate structure includes 37.6 million shares and 11.1 million warrants, governed by Luxembourg law with potential PFIC tax risks for U.S. investors - As of June 30, 2023, the company had **37,563,768 Ordinary Shares** and **11,110,000 warrants** outstanding[423](index=423&type=chunk) - The company is incorporated in the Grand Duchy of Luxembourg, and its corporate affairs are governed by its **articles of association and Luxembourg law**[231](index=231&type=chunk)[240](index=240&type=chunk) - Material U.S. tax considerations include the risk that the company was a **Passive Foreign Investment Company (PFIC)** for its taxable year ending June 30, 2023[491](index=491&type=chunk) PART II [Controls and Procedures](index=103&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were effective as of June 30, 2023, while being exempt from an internal control audit - Management concluded that the company's **disclosure controls and procedures were effective** as of June 30, 2023[516](index=516&type=chunk) - The annual report does not include a management report or auditor attestation on internal control over financial reporting, due to its status as a **newly-public and emerging growth company**[518](index=518&type=chunk)[519](index=519&type=chunk) PART III [Financial Statements](index=107&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) Audited IFRS financial statements for fiscal years 2022 and 2023 show significant asset growth and a net loss driven by one-time listing costs [Consolidated statements of comprehensive loss](index=115&type=section&id=Consolidated%20statements%20of%20comprehensive%20loss) A net loss of $51.8 million in fiscal 2023 was driven by a one-time, non-cash share-based payment cost of $42.7 million Key Figures from Statement of Comprehensive Loss (FY 2023) | Item | Amount (USD) | | :--- | :--- | | Revenue | 905,049 | | Loss from operations | (6,653,805) | | Share based payment cost of listing shares | (42,705,061) | | **Net loss of the year** | **(51,788,880)** | | Total comprehensive loss for the year | (51,770,768) | [Consolidated statements of financial position](index=116&type=section&id=Consolidated%20statements%20of%20financial%20position) Total assets grew to $24.1 million as of June 30, 2023, driven by acquisitions and financing, with total equity increasing to $10.1 million Key Figures from Statement of Financial Position | Item | As of June 30, 2023 (USD) | As of June 30, 2022 (USD) | | :--- | :--- | :--- | | **Total Assets** | **24,051,289** | **5,691,717** | | Total non-current assets | 18,719,453 | 4,607,848 | | Total current assets | 5,331,836 | 1,083,869 | | **Total Liabilities** | **13,945,356** | **4,087,384** | | Total current liabilities | 12,599,191 | 4,087,384 | | **Total Equity** | **10,105,933** | **1,604,333** | [Consolidated statements of cash flow](index=118&type=section&id=Consolidated%20statements%20of%20cash%20flow) Financing activities generated $11.3 million in cash, offsetting operational and investing outflows and resulting in a year-end cash balance of $2.5 million Consolidated Cash Flow Summary (FY 2023) | Item | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | (7,511,353) | | Net cash used in investing activities | (2,336,820) | | Net cash generated from financing activities | 11,281,661 | | **Net increase in cash and cash equivalents** | **1,433,488** | [Notes to the Consolidated financial statements](index=120&type=section&id=Notes%20to%20the%20Consolidated%20financial%20statements) Notes detail the accounting for the business combination, the ValoraSoy acquisition, and significant subsequent financing events - The business combination with LightJump is accounted for as a capital reorganization, with a non-cash listing cost of **$42.7 million** recognized in accordance with IFRS 2[589](index=589&type=chunk) - On April 24, 2023, the company acquired ValoraSoy S.A. for a total consideration of **$2.6 million**, recognizing **$2.4 million in net identifiable assets** and **$249,725 in goodwill**[592](index=592&type=chunk)[594](index=594&type=chunk) - Subsequent to the reporting period, the company secured **approximately $30 million** in cash and in-kind contributions through convertible note agreements[803](index=803&type=chunk)[804](index=804&type=chunk)[805](index=805&type=chunk)

Financial Performance - For the nine-month period ended March 31, 2023, the total comprehensive loss was $49,040,852, compared to a loss of $3,008,334 for the same period in 2022, representing an increase of 1,530%[6]. - The company reported a loss from operations of $6,105,416 for the nine months ended March 31, 2023, compared to a loss of $2,350,555 in the prior year, an increase of 159%[6]. - The net loss attributable to ordinary shareholders for the nine-month period ended March 31, 2023, was $49,040,852, compared to a loss of $3,008,334 for the same period in 2022, representing an increase of over 1530%[57]. - The basic and diluted loss per share for the nine-month period ended March 31, 2023, was $(1.47), compared to $(0.10) for the same period in 2022, indicating a significant decline in earnings[57]. Research and Development - Research and development expenses for the nine months ended March 31, 2023, were $980,585, up from $708,211 in 2022, indicating a 38% increase[6]. Cash and Assets - Cash and cash equivalents as of March 31, 2023, were $6,219,911, significantly higher than $1,081,808 as of June 30, 2022, reflecting a growth of 476%[9]. - Total assets increased to $19,984,435 as of March 31, 2023, compared to $5,691,717 as of June 30, 2022, marking a growth of 251%[9]. - The Company’s net book amount of intangible assets increased to $4,745,108 as of March 31, 2023, from $4,598,930 as of June 30, 2022[45]. - The Company’s fixed assets net book amount was $10,214 as of March 31, 2023, reflecting additions of $2,570 during the nine-month period[47]. Equity and Share Capital - The share capital increased to $375,605 as of March 31, 2023, from $310,000 as of June 30, 2022, representing a growth of 21%[9]. - The total equity as of March 31, 2023, was $11,589,416, compared to $1,604,333 as of June 30, 2022, indicating an increase of 624%[9]. - As of March 31, 2023, the share capital stock and share premium amounted to $66,912,670, a substantial increase from $7,600,000 as of June 30, 2022[54]. - The company issued share capital amounting to $8,120,000 during the nine-month period ended March 31, 2023, as part of its financing activities[14]. Liabilities - As of March 31, 2023, total accounts payable amounted to $5,857,402, a significant increase from $1,226,213 as of June 30, 2022, reflecting a growth of approximately 378%[51]. - Other current liabilities totaled $871,117 as of March 31, 2023, compared to $1,171 as of June 30, 2022, indicating a substantial increase in liabilities[52]. - As of March 31, 2023, the Company reported a negative working capital of $1,236,793, primarily due to pending reorganization expenses[27]. Shareholder Transactions - Moolec issued 2,354,069 ordinary shares to shareholders of Bioceres S.A. and Bioceres Group PLC, with an aggregate purchase price of $15 million to be paid within five years[48]. - The company has issued 11,110,000 warrants with an exercise price of $11.50 per share, which can be exercised within five years after the business combination completion[53]. - The total transaction expenses for the nine-month period ended March 31, 2023, were $(3,535,046), reflecting the costs associated with the issuance of new shares[56]. Acquisitions - Moolec Science SA completed the acquisition of ValoraSoy S.A. for a total consideration of $2.6 million, consisting of $2.4 million in cash and $0.2 million in equity[76]. - The total assets acquired amount to $6.9 million, with net assets of $2.4 million and goodwill of $249,725[81]. - ValoraSoy specializes in producing textured soy proteins and has a processing capacity of 10,000 tons of soybean per year, serving clients in over 14 countries[77]. - The acquisition will be accounted for using the acquisition method under IFRS 3, with initial accounting prepared at the acquisition date[78][79]. Financing Activities - The Company entered into a Share Purchase Agreement with Nomura Securities International, Inc. for a potential equity financing facility of up to $50 million over 36 months[85]. - A Memorandum of Understanding was signed with Bioceres Crop Solutions Corp. for an equity subscription involving up to $14 million and a 9% Payment In Kind interest[86]. - Following the merger, Moolec's CFO was allotted shares to meet the requirements under the CFO Consulting Agreement, with 2,572,848 shares of SPAC Common Stock redeemed for approximately $26.3 million[21]. - After the merger, $1,988,975 remained in the Trust Account for the benefit of the Company, with a settlement agreement resulting in a transfer of $1.1 million to EarlyBird[22]. - The Sponsor exercised the right to concede 200,276 Sponsor shares instead of cash, leading to contributions of $4,005,520 each from Union Group Ventures Limited and THEO I SCSp, resulting in the issuance of 400,552 Ordinary Shares to each[23]. Other Financial Information - The company incurred share-based payment costs of $42,705,061 related to the listing of shares, which is a non-cash item[6]. - The Company recognized $42,705,061 as listing costs in the Statements of Operations, classified as a non-cash item[25]. - The fair value of stock options for executives and senior management was estimated at $0.67 for Group 1 and $0.18 for Group 2 as of March 31, 2023[64]. - As of March 31, 2023, the balance of Level 3 financial instruments was $0, down from $2,860,000 as of June 30, 2022, due to the capitalization of the SAFE[74]. - The Company signed two Simple Agreements for Future Equity (SAFE) totaling $2,000,000, which converted into 262,260 shares at a purchase price of $12.10 following a qualified event[72][73].

As filed with the Securities and Exchange Commission on April 17, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If th ...