Moolec Science SA(MLEC) - 2022 Q3 - Quarterly Report

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].