Moolec Science SA

11,110,000 ORDINARY SHARES and

35,818,285 ORDINARY SHARES

Offered by Selling Securityholders

____________________

This prospectus supplement updates, amends and supplements the prospectus contained in our Registration Statement on Form F-1 (as supplemented or amended from time to time, the “Prospectus”) (Registration No. 333-269439). 

This Prospectus Supplement No. 2 is being filed to (i) amend the Selling Securityholder information set forth in the Prospectus as set forth on Annex A attached hereto, and (ii) update, amend and supplement the information included in the Prospectus with the information contained in our Report on Form 6-K, furnished to the Securities and Exchange Commission (the “SEC”) on April 18, 2024 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this prospectus supplement.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our Ordinary Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MLEC.” On April 26, 2024, the closing sale price of our Ordinary Shares was $1.45.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Investing in the Company’s securities involves risks. See “Risk Factors” beginning on page 14 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is April 29, 2024.

ANNEX A

AMENDMENT TO SELLING SECURITYHOLDER INFORMATION

This Prospectus Supplement No. 2 is being filed in connection with certain changes to the selling securityholder information as set forth in the Prospectus dated January 16, 2024 (as supplemented to date, the “Prospectus”) resulting from the transfer by BG Farming Technologies Limited (“BG Farming”) of (i) 2,914,000 Ordinary Shares to The Biotech Company LLC (“Biotech”) and (ii) 11,656,000 Ordinary Shares to THEO I SCSp (“Theo”). Consequently, the selling securityholders table (the “Selling Securityholders Table”) appearing under the heading “Selling Securityholders” in the Prospectus is hereby amended and supplemented by amending the number of Ordinary Shares held by BG Farming and Theo and adding Biotech to the Selling Securityholders Table, including the footnotes thereto.

The following table sets forth the names of the Selling Securityholders, the aggregate number of Ordinary Shares beneficially owned prior to this Offering, and the aggregate number of Ordinary Shares that the Selling Securityholders may offer pursuant to this prospectus as of April 29, 2024. We have based percentage ownership on 37,560,249 Ordinary Shares outstanding or subscribed for as of December 30, 2022, without taking into account the number of Ordinary Shares that may be issued upon exercise of the Warrants.

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the tables have sole voting and sole investment power with respect to all securities that they beneficially own, subject to community property laws where applicable.

We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of such Ordinary Shares. As such, we are unable to declare the number of Ordinary Shares that the Selling Securityholders will retain after any such sale. In addition, the Selling Securityholders may sell, transfer or otherwise dispose of, at any time and from time to time, the Ordinary Shares in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus.

Selling Securityholder information for each additional Selling Securityholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Securityholder’s shares pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each Selling Securityholder and the number of Ordinary Shares registered on its behalf. A Selling Securityholder may sell or otherwise transfer all, some or none of such shares in this offering. See “Plan of Distribution.”

Notes:—

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rules 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of April 2024

Commission File Number: 001-41586

MOOLEC SCIENCE SA

(Exact name of Registrant as Specified in Its Charter)

17, Boulevard F. W. Raiffeisen

L-2411 Luxembourg,

Grand Duchy of Luxembourg

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒         Form 40-F  ☐

EXHIBIT LIST

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, thereunto duly authorized.

Exhibit 99.1

Unaudited interim condensed consolidated financial statements as of December 31, 2023 and June 30, 2023,
and for the three- and six-month periods ended December 31, 2023 and 2022.

Moolec Science SA

Unaudited interim condensed consolidated Financial Statements as of December 31, 2023 and June 30, 2023,
and for the six months ended December 31, 2023 and 2022

Moolec Science SA

Unaudited interim condensed consolidated statements of comprehensive loss

for the six month and three month periods ended December 31, 2023 and 2022

In USD [$]

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Moolec Science SA

Unaudited interim condensed consolidated statements of financial position

as of December 31, 2023 and June 30, 2023

In USD [$]

The accompanying notes are an integral part of these unaudited interim condensed consolidated statements 

Moolec Science SA

Unaudited interim condensed consolidated statements of changes in equity

for the six months period ended December 31, 2023 and 2022

In USD [$]

The accompanying notes are an integral part of these unaudited interim condensed consolidated statements.

Moolec Science SA

Unaudited interim condensed consolidated statements of cash flows

For the six month periods ended December 31, 2023 and 2022

In USD [$]

The accompanying notes are an integral part of these unaudited interim condensed consolidated statements.

Moolec Science SA

Notes to the unaudited interim condensed consolidated financial statements

In USD [$] 

Note 1. General information

Moolec Science SA (“the Company’’, “the Group” or “Moolec Science’’) is a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg on May 23, 2022 (“date of incorporation”), created to develop affordable alternative proteins using molecular farming technology. The Company is registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440. Its registered address is 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg.

The subsidiaries and joint arrangements of the Company, of which their financial results have been included in the interim condensed consolidated Financial Statements, and in which the Company holds a majority of the voting rights or shares joint control as of December 31, 2023 are as follows:

Introductory note

On December 30, 2022, the Company consummated the previously announced business combination by and among LightJump Acquisition Corporation (“LightJump” or “SPAC”, a Delaware corporation), Moolec Science Limited (“Moolec” or “Moolec Science Limited”, a private limited company incorporated under the laws of England and Wales), the Company, and Moolec Acquisition, Inc. (“Merger Sub”, a Delaware corporation) (referred together with Moolec Science SA as “the Group”). As a result of the business combination, Moolec and SPAC had become direct wholly-owned subsidiaries of the Company and Moolec shareholders and SPAC shareholders became holders of issued Company Ordinary Shares of Moolec Science SA.

Note 2. Accounting standards and basis of preparation

Note 2.1. Basis of Presentation 

These unaudited interim condensed consolidated financial statements of the Group have been prepared in accordance with the International Accounting Standard (“IAS”) IAS 34 Interim Financial Reporting, as issued by International Accounting Standard Board (“IASB”) and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended June 30, 2023. These unaudited interim condensed consolidated financial statements do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial statements.

These unaudited interim condensed consolidated financial statements of the Group were authorized by the Board of Directors of Moolec Science SA in April 18, 2024.

Note 2.2. Use of estimates and judgements

The preparation of the unaudited interim condensed consolidated financial statements requires Management to make judgements, estimates and assumptions that affect the application of accounting policies and the reporting amounts as presented in the unaudited interim condensed consolidated financial statements for all periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis.

The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 30 June 2023.

Note 2.3. Going concern

Management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Group’s ability to continue as a going concern after the accompanying interim condensed consolidated Financial Statements are issued. The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going concern basis. The Group concludes it will, for the next 12 months from the issuance of these unaudited interim condensed consolidated financial statements, be able to realize its assets and discharge its liabilities in the normal course of operations.

Negative working capital

As of December 31, 2023, the Group has a negative working capital of $4,731,145 generated mainly by reorganization expenses pending to be paid as well as account payables and financial debt balances that are higher than the account receivables. However, as part of the continuous efforts of management to strengthen the financial situation of the Group, as of October 15, 2023, Moolec Science has entered into an agreement to issue a convertible note due 2026 to Grupo Insud (“Insud”). As of December 31, 2023 we have received USD 5,000,000 related to such convertible note (See note 16), and lately in January 2024 we have received additional USD 5,000,000. As a consequence of the cash inflow related to the convertible note, the Group concludes it will, for the next 12 months from the issuance of these unaudited interim condensed consolidated financial statements, be able to realize its assets and discharge its liabilities in the normal course of operations. See Note 24. Events after the reporting period. The Company confirms the financial support of its main shareholders for a minimum period of twelve months from the date of these financial statements.

Note 3. Summary of significant accounting policies

The accounting policies applied in these unaudited interim condensed consolidated financial statements are the same as those applied in the Group’s consolidated financial statements as at and for the year ended 30 June 2023. The policy for recognizing and measuring income taxes in the interim periods is consistent with that applied in the previous interim period and is described in Note 15: Income tax.

Note 3.2. New and amended IFRS Standards that are effective for the current period.

These new standards and amendments did not have any material impact on the Group.

These amendments are not expected to have a material impact on the Group.

Note 3.3. Segment reporting

The Group operates in a single operating segment, which is “science-based food ingredients”. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker, who in the Group’s case is the Executive Team, in deciding how to allocate resources and assess performance. The Executive Team is composed of the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), the Chief Product Officer (“CPO”), the Chief Technology Officer (“CTO”) and the Chief Science Officer (“CSO”).

The Executive Team evaluates the Group’s financial information and resources and assess the financial performance of these resources on a consolidated basis on the basis of Net revenue/loss for the period.

The Group’s revenue, results and assets for this one reportable segment can be determined by reference to the unaudited interim condensed consolidated statement of comprehensive income and unaudited interim condensed consolidated statement of financial position. In addition, starting in the quarter ending December 31, 2023, the Executive Team incorporated the “Excluding IAS 29” measures of Revenues and Cost of Sales, in addition to Net revenue/loss for the period for measuring performance.

Excluding IAS 29 metrics

The “Excluding IAS 29” or “Ex-IAS 29” measures are defined as the consolidated line item of Revenues and Cost of sales before the impact of applying IAS 29 - “Financial Reporting in Hyperinflationary Economies”. The Group reconciles the performance measure the line items Revenue and Cost of Sales of the Unaudited interim condensed consolidated statements of comprehensive loss as follows:

As required by IFRS 8 Operating Segments, below are presented applicable entity-wide disclosures related to Moolec Science’s revenues.

Revenues breakdown:

The Company’s revenues arise from operations in Argentina. During the periods covered by these unaudited interim condensed consolidated financial statements the Company had no revenues from customers attributed to the entity’s country of domicile.

Non-current assets other than financial instruments

Non-current assets other than financial instruments are located in the following countries:

Note 4. Critical accounting judgements and estimates

The Group makes certain estimates and assumptions regarding the future. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are the same as those described in the last annual financial statements.

Note 5. Comparative Information

The information disclosed for comparative purposes arises from the consolidated financial statements of Moolec as of June 30, 2023 and from unaudited financial statements and for the period of July 1, 2022 through December 31, 2022, respectively.

The exchange of shares related to the capital Reorganization contemplated by the business combination agreement, explained in Note 1 of the Group’s last annual consolidated financial statements as at and for the year ended June 30, 2023, has been given a retrospective effect in the share capital of the statement of changes in equity.

Note 6. Intangible Assets

Note 7. Fixed Assets

Note 8. Other receivables

Non-current

Note 9. Cash and cash equivalents

Cash and cash equivalents at each end of period/year, as disclosed in the Unaudited interim condensed consolidated statements of cash flows, may be reconciled against the items related to the Unaudited interim condensed consolidated Statement of Financial Position as follows:

Note 10. Inventories

Note 11. Share capital and share premium

As of December 31, 2023, the share capital stock and share premium amounts to $66,996,982. The following table sets forth details of the balances as of December 31, 2023 and as of June 30, 2023:

Share Purchase Agreement

In April 2023, the Company entered into a Share Purchase Agreement with Nomura Securities International, Inc (“Nomura”). The Agreement provides for a committed equity financing facility under which the Company has the option, but not the obligation, to sell up to the equivalent of $50 million in aggregate gross purchase price of its ordinary shares to Nomura over a 36-month period, subject to the terms of the Agreement. The Company intends to use the proceeds from any future sales of securities under the financing facility, if it is utilized, for general corporate purposes.

Sales of ordinary shares to Nomura, and the timing of any such sales, will be determined by the Company from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the ordinary shares and determinations by the Company regarding the use of proceeds from any sale.

As of December 31, 2023, 3,600 shares (equivalent to $10,647) were issued under the Share Purchase Agreement.

Note 12. Share based payment

Under the share-based compensation plan, some employees and members of the executive management team as defined by the Board of Directors, were granted share options or restricted stock units (“RSU”) in return for their services to the Group.

As of December 31, 2023, Moolec had the following shared-based payment arrangements for executives and senior management:

The fair value of the options granted is measured at grant date and recognized in accordance with the requirements of IFRS 2, as an employee benefit expense, with a corresponding increase in equity. 

There are no market-related performance conditions or non-vesting conditions that should be considered for determining the fair value of options.

Moolec Science estimates an expected rotation of 2.00% annually at constant value, taking into account historical patterns of executives maintaining their jobs and the probability of exercising the options. This estimate is reviewed at the end of each annual or interim period.

The following table shows the amount and exercise price and the movements of the stock options of executives and managers of the Group for the period ended December 31, 2023.

The charge of the plans based on options recognized during the six months period ended on December 31, 2023 and 2022, was $522,474 and $72,279.

Note 13. Accounts Payable and other liabilities

The book value is reasonably approximate to the fair value given its short-term nature.

Note 14. Warrants liabilities

Each of the Warrants to purchase an aggregate of 11,110,000 Ordinary Shares are exercisable to purchase one Ordinary Share and only whole warrants are exercisable. The exercise price of the Warrants is $11,50 per share. A Warrant may be exercised only during the period commencing on the date of the consummation of the transactions contemplated by the Business Combination Agreement and terminating on the earlier to occur of: the date that is five (5) years after the date on which the Business Combination is completed or the liquidation of the Company. Redemptions of warrants for cash once the public warrants become exercisable, may be redeemed (i) in whole and not in part, (ii) at a price of $0,01 per warrant, (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder, and (iv) if, and only if, the reported last sale price of the Ordinary Shares equals or exceeds $18,00 per share for any 20 trading days within a 30-trading day period ending three business days before sending the notice of redemption to each warrant holder. If the public warrants are called for redemption for cash, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis”. The private warrants will be treated identical to the public warrants.

Considering that the fair value as of December 31, 2023 and June 30, 2023, is $0.0220 and $0.0799 per Ordinary Share respectively, the valuation of warrants is the following:

Note 15. Income Tax

Income tax recognized through profit or loss

Income tax expense is recognized at an amount determined by multiplying the profit (loss) before tax for the interim reporting period by management’s best estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognized in full in the interim period. As such, the effective tax rate in the condensed consolidated interim financial statements may differ from management’s estimate of the effective tax rate for the annual financial statements.

The Group’s consolidated loss before income tax for the six months ended December 31, 2023 amounts to $3,825,801 (loss for the six months ended December 31, 2022 $48,682,274). The income tax benefit for the six months ended December 31, 2023 was $451,281 (for the six months ended December 31, 2022 was $9,249,632, for which no deferred tax assets have been recognized).

The Group consolidated effective tax rate with respect to continuing operations for the six months ended December 31, 2023 was 12%.

The tax rate used for 2023 represents the tax rate of 15% on the taxable income payable by the Group entities in Luxembourg, in accordance with the tax laws of this jurisdiction (in 2022: the tax rate was 19% in the UK). Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdiction.

Note 16. Financial Debts

The Notes have a term of three years with an early conversion option with a strike price of US $6.00 per share. If the early conversion option is exercised, Moolec will have the option to pay the outstanding amount at that date using shares, cash or a combination of both. Initial interest rate on the notes is of 5% per annum payable annually in cash in arrears on anniversary of the date of the notes and on the maturity date, however Moolec will have the option at each payment date to capitalize the interest accrued. After the remaining payment in cash, and no later than January 31, 2024, the interest rate will be of 10% per annum. Lastly, after the in-kind contribution the interest rate will be calculated in accordance with a formula included in the agreement.

At maturity, Moolec Science will hold the option to deliver ordinary shares, cash, or a combination of cash and ordinary shares.

Note 17. Financial income / expenses

Note 18. Administrative expenses

Note 19. Research and development expense

Note 20. Cost of sales

Note 21. Net loss per share

The Group’s basic and diluted loss per ordinary share are the same because the Group has generated net loss to ordinary shareholders. The following table presents the calculation of basic and diluted loss per ordinary share for the periods ended on December 31, 2023 and December 31, 2022 as follows:

Weighted-average number of ordinary shares (basic and diluted)

Note 22. Related parties

Balances and transactions between the Group entities, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its directors and/or executive board members and the Company and the Parent are disclosed below.

Transactions with key management personnel

Key management personnel compensation comprised:

Other Related Party Transactions

Other Related Party Transactions

Other Related Party Balances

Note 23. Financial instruments

Accounting classification and fair value

Financial assets and liabilities are recognized when an entity of the Group becomes party to the contractual provisions of an instrument. The Company applies a hierarchy to classify valuation methods used to measure financial instruments carried at fair value. Levels 1 to 3 are defined based on the degree to which fair value inputs are observable and have a significant effect on the recorded fair value, as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuation techniques use significant observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from prices), or valuations are based on quoted prices for similar instruments; and

Level 3: Valuation techniques use significant inputs that are not based on observable market data (unobservable inputs).

The following represents the carrying value and fair value of the Company’s financial instruments and non-financial derivatives:

Note 24. Events after the reporting period

Management has considered subsequent events through the date these interim condensed consolidated financial statements were issued.

As of January 31, 2024, the Company received the remaining cash payment of $5,000,000 related to the convertible note entered with Grupo Insud (“Insud”).

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