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 ...

As filed with the Securities and Exchange Commission on March 22, 2023 Registration No. 333-269439 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to ____________________ FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ Moolec Science SA (Exact Name of Registrant as Specified in Its Charter) ____________________ | Grand Duchy of Luxembourg 1119 | Not Applicable | | --- | --- | | (Jurisdiction of (Primary Standard Industrial | (I.R. ...

As filed with the Securities and Exchange Commission on March 17, 2023 Registration No. 333-269439 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to ____________________ FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ Moolec Science SA (Exact Name of Registrant as Specified in Its Charter) ____________________ | Grand Duchy of Luxembourg | 1119 | Not Applicable | | --- | --- | --- | | (Jurisdiction of | (Primary Standard Industri ...

(Exact Name of Registrant as Specified in Its Charter) ____________________ As filed with the Securities and Exchange Commission on January 27, 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 ____________________ Moolec Science SA | Grand Duchy of Luxembourg | 1119 | Not Applicable | | --- | --- | --- | | (Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ...

Front Matter [Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section outlines forward-looking statements, detailing significant risks and uncertainties that could cause actual results to differ from projections - The report identifies several key risk factors that could impact future performance, including the ability to realize the benefits of the Business Combination, maintain the Nasdaq listing, manage growth, and successfully commercialize products[13](index=13&type=chunk)[14](index=14&type=chunk) - External factors such as the COVID-19 pandemic and the conflict between Russia and Ukraine are cited as potential risks that could adversely affect the company's business, financial condition, and operations[13](index=13&type=chunk)[16](index=16&type=chunk) - Specific operational risks mentioned include the ability to develop new products, the availability of raw materials, product development timelines, and the protection of intellectual property[13](index=13&type=chunk)[16](index=16&type=chunk) [Explanatory Note](index=7&type=section&id=Explanatory%20Note) This note details the consummation of the business combination between LightJump Acquisition Corporation and Moolec Science Limited on December 30, 2022 - The business combination was consummated on December 30, 2022, creating Moolec Science SA as the new public entity[18](index=18&type=chunk) - Significant redemptions by LightJump's public stockholders occurred prior to the merger, totaling approximately **$136.8 million** from 13,605,638 shares, leaving only **$1.99 million** in the Trust Account[20](index=20&type=chunk)[21](index=21&type=chunk) - Due to low cash in the Trust Account, a Backstop Agreement was triggered, with Union Group Ventures Limited and THEO I SCSp each contributing approximately **$4.0 million** in cash to the company[22](index=22&type=chunk)[95](index=95&type=chunk) [Defined Terms](index=9&type=section&id=Defined%20Terms) This section provides a glossary of capitalized terms used throughout the report, defining key entities, agreements, and concepts related to the business combination PART I [Item 1. Identity of Directors, Senior Management and Advisers](index=12&type=section&id=Item%201.%20Identity%20of%20Directors%2C%20Senior%20Management%20and%20Advisers) This section identifies the key personnel and advisors for the company post-business combination - The company's U.S. and Luxembourg legal counsel is Linklaters LLP[53](index=53&type=chunk) - The independent auditors for the predecessor companies were Marcum LLP for LightJump and Price Waterhouse & Co. S.R.L. for Moolec Science Limited[54](index=54&type=chunk) - The company intends to retain Price Waterhouse & Co. S.R.L. as its independent registered public accounting firm following the business combination[55](index=55&type=chunk) [Item 2. Offer Statistics and Expected Timetable](index=12&type=section&id=Item%202.%20Offer%20Statistics%20and%20Expected%20Timetable) This item is marked as not applicable [Item 3. Key Information](index=12&type=section&id=Item%203.%20Key%20Information) This section presents the company's unaudited pro forma consolidated capitalization as of June 30, 2022, giving effect to the business combination Unaudited Pro Forma Consolidated Capitalization | As of June 30, 2022 (pro forma for Business Combination) | (in thousands of USD) | | :--- | :--- | | Cash and cash equivalents | 1,561 | | Total liabilities | 1,466 | | Total equity | 13,932 | - The risk factors associated with the company are incorporated by reference from the "Risk Factors" section of the Form F-4[61](index=61&type=chunk) [Item 4. Information on the Company](index=14&type=section&id=Item%204.%20Information%20on%20the%20Company) This section provides background on Moolec Science SA, incorporated in Luxembourg solely to effectuate the business combination, with actual business conducted through its subsidiary - Moolec Science SA was incorporated on May 23, 2022, as a public limited liability company in Luxembourg for the sole purpose of the business combination[62](index=62&type=chunk) - The company itself owns no material assets and does not operate any business directly; all business is conducted through its subsidiary, Moolec[62](index=62&type=chunk)[66](index=66&type=chunk) - As a foreign private issuer, the company is subject to different SEC filing requirements than U.S. public companies, including exemption from Section 16 "short-swing" profit recovery provisions[64](index=64&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=15&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section states that the company's business is conducted through its wholly-owned subsidiary, Moolec, with detailed financial analysis incorporated by reference - The Management's Discussion and Analysis of Financial Condition and Results of Operations is incorporated by reference from the Form F-4[72](index=72&type=chunk) [Item 6. Directors, Senior Management and Employees](index=15&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) This item provides information on the company's governance and human capital, including board committee composition and executive stock option exercises Board Committee Assignments | Director | Committees | | :--- | :--- | | Natalia Zang | Compensation Committee; Nominating Committee; and Audit Committee | | Kyle P. Bransfield | Compensation Committee; and Audit Committee | | Robert M. Bennett | Nominating Committee; and Audit Committee | - The company, as a foreign private issuer, follows Luxembourg corporate governance practices for shareholder meeting quorum requirements, which differ from Nasdaq Listing Rules[76](index=76&type=chunk) - Following the business combination, certain executives, including Amit Dhingra, Henk Hoogenkamp, and Jose López Lecube, have exercised or intend to exercise a total of over **250,000 options** to purchase Ordinary Shares[80](index=80&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=17&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section discloses the beneficial ownership of the company's ordinary shares immediately following the business combination, including major shareholders and related party transactions Beneficial Ownership Post-Business Combination | Name of Beneficial Owner | Approximate Percentage of Outstanding Shares | | :--- | :--- | | **Five Percent or More Holders:** | | | BG Farming Technologies Ltd. | 38.8% | | Union Group Ventures Limited | 40.4% | | **Directors and Executive Officers:** | | | Robert M. Bennett | 14.8% | | Kyle P. Bransfield | 2.8% | | All directors and executive officers as a group (seven individuals) | 17.9% | [Item 8. Financial Information](index=19&type=section&id=Item%208.%20Financial%20Information) This item directs the reader to Item 18 for the company's consolidated financial statements and incorporates legal proceedings information by reference - Consolidated financial statements and other financial information are located in Item 18 of this report[88](index=88&type=chunk) - Information regarding legal proceedings is incorporated by reference from the Form F-4[89](index=89&type=chunk) [Item 9. The Offer and Listing](index=20&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section provides details about the public listing of the company's securities, including Nasdaq listings, lock-up agreements, and the Backstop Agreement - The company's Ordinary Shares and Warrants are listed on the Nasdaq Capital Market under the ticker symbols **"MLEC"** and **"MLECW"**, respectively[91](index=91&type=chunk) - Key shareholders are subject to a **365-day lock-up period**, with a provision for early release of up to **50% of shares** if the stock price exceeds **$12.00** for 20 out of 30 trading days[92](index=92&type=chunk) - The Backstop Agreement was triggered, resulting in Theo and UGVL each contributing **$4,005,520** to the company and receiving **400,552** new Ordinary Shares in return[95](index=95&type=chunk) [Item 10. Additional Information](index=21&type=section&id=Item%2010.%20Additional%20Information) This section covers various corporate details, including share capital, articles of association, foreign exchange controls, and dividend policy - As of December 30, 2022, the company had **37,560,249 Ordinary Shares** and **11,110,000 Warrants** outstanding[102](index=102&type=chunk) - The company has never paid cash dividends and does not plan to in the foreseeable future, intending to retain earnings for operations and expansion[108](index=108&type=chunk) - Under Luxembourg law, the company must allocate at least **5% of its annual net profits** to a legal reserve until the reserve equals **10% of the company's share capital**[109](index=109&type=chunk) [Item 11. Quantitative and Qualitative Disclosures about Market Risk](index=22&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section incorporates by reference information on quantitative and qualitative disclosures about market risk from the Form F-4 [Item 12. Description of Securities Other than Equity Securities](index=22&type=section&id=Item%2012.%20Description%20of%20Securities%20Other%20than%20Equity%20Securities) This item is marked as not applicable PART II This part of the report is marked as not applicable PART III [Item 17. Financial Statements](index=24&type=section&id=Item%2017.%20Financial%20Statements) This item directs the reader to Item 18 for financial statements [Item 18. Financial Statements](index=24&type=section&id=Item%2018.%20Financial%20Statements) This section states that financial statements for predecessor companies and unaudited pro forma condensed combined financial information are incorporated by reference from the Form F-4 - The audited financial statements of LightJump and the audited consolidated financial statements of Moolec are incorporated by reference from the Form F-4[122](index=122&type=chunk)[123](index=123&type=chunk) - The unaudited pro forma condensed combined financial information for the company is filed as Exhibit 99.1 and incorporated by reference[124](index=124&type=chunk) [Item 19. Exhibits](index=25&type=section&id=Item%2019.%20Exhibits) This item provides an index of all exhibits filed with the Form 20-F, including key legal and transactional documents - Key legal and transactional documents are filed as exhibits, including the Business Combination Agreement (Exhibit 4.1, 4.2), the Registration Rights and Lock-Up Agreement (Exhibit 4.6), and the company's Articles of Association (Exhibit 1.1)[127](index=127&type=chunk)