Moolec Science Undergoes Major Restructuring, Faces Going Concern Doubts

TL;DR

**Moolec's massive reverse acquisition is a high-stakes gamble; watch for capital raises as 'going concern' doubts loom large.**

AI Summary

Moolec Science SA's 20-F filing for the fiscal year ended June 30, 2025, highlights a transformative period marked by a significant Business Combination. On June 16, 2025, Moolec consummated a reverse acquisition with Bioceres Group, Gentle Tech, and Nutrecon, with Bioceres Group deemed the accounting acquirer under IFRS 3. This transaction followed a reverse stock split on May 14, 2025, consolidating ten Ordinary Shares into one, and a redomiciliation from Luxembourg to the Cayman Islands on May 22, 2025. The consolidated results for FY2025 reflect purchase accounting, making direct comparisons to FY2024 (which reflects Moolec on a stand-alone basis) difficult due to changes in scope and basis of presentation. A critical risk factor identified is the substantial doubt about Moolec's ability to continue as a going concern, necessitating additional capital. Strategic outlook includes integrating the acquired entities across organizational, operational, and IT functions to enhance competitiveness and long-term sustainability, while also advancing ongoing operations and commercializing products from the ValoraSoy acquisition and Finland fermentation hub.

Why It Matters

This filing reveals Moolec Science's aggressive strategy to scale through a reverse acquisition, fundamentally altering its business scope and financial structure. For investors, the 'going concern' warning is paramount, indicating potential liquidity issues and the need for further capital, which could lead to dilution. Employees and customers of Moolec, Bioceres Group, Gentle Tech, and Nutrecon will experience significant integration challenges and opportunities as the combined entity seeks to achieve vertical integration. In the competitive plant-based and biotech food sector, this consolidation could create a more formidable player, but only if the integration is successful and the financial stability is secured.

Risk Assessment

Risk Level: high — The filing explicitly states, "our financial position, our need to raise additional capital and to obtain additional capital on acceptable terms, or at all, raises substantial doubt about our ability to continue as a going concern." This direct admission of financial instability, coupled with the complexities of integrating multiple entities post-Business Combination on June 16, 2025, presents a high risk for investors.

Analyst Insight

Investors should exercise extreme caution and closely monitor Moolec's capital-raising efforts and liquidity position. Await further clarity on the financial performance of the newly combined entity post-integration before considering any investment, as the 'going concern' warning indicates significant financial uncertainty.

Financial Highlights

debt To Equity

N/A

revenue

$10,891,761

operating Margin

N/A%

total Assets

$N/A

total Debt

$N/A

net Income

$N/A

eps

$N/A

gross Margin

N/A%

cash Position

$N/A

revenue Growth

+N/A%

Key Numbers

• 10,891,761 — Ordinary Shares outstanding (As of June 30, 2025, after a 10-to-1 reverse stock split)
• US$0.10 — Nominal value per Ordinary Share (New par value after the reverse stock split on May 14, 2025)
• June 16, 2025 — Business Combination Closing Date (Date of consummation of the reverse acquisition)
• 77% — Outstanding shares present at EGM (Percentage of shares present at the Extraordinary General Meeting on June 16, 2025)
• 98% — Votes in favor of Business Combination (Percentage of votes cast in favor of the transaction at the EGM)
• May 14, 2025 — Reverse Stock Split Effective Date (Date Moolec Science (Luxembourg) made effective a ten-to-one reverse stock split)
• May 22, 2025 — Redomiciliation Date (Date Moolec changed jurisdiction from Luxembourg to the Cayman Islands)
• April 16, 2025 — Business Combination Agreement Date (Date the Business Combination Agreement was entered into)

Key Players & Entities

• Moolec Science SA (company) — Registrant and legal acquirer in Business Combination
• Bioceres Group (company) — Accounting acquirer in Business Combination
• Gentle Tech (company) — Acquired entity in Business Combination
• Nutrecon LLC (company) — Acquired entity in Business Combination
• Valeria Falottico (person) — Chief Financial Officer of Moolec Science SA
• Nasdaq Stock Market LLC (regulator) — Exchange where Moolec's shares and warrants are listed
• U.S. Food and Drug Administration (regulator) — Regulatory body mentioned in forward-looking statements
• International Accounting Standards Board (regulator) — Issuer of IFRS standards used for accounting
• Bioceres Crop Solutions Corp. (company) — Public company controlled by Bioceres Group Limited until June 18, 2025
• Continental Stock Transfer & Trust Company (company) — Transfer agent and warrant agent of Moolec

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The Company faces substantial doubt about its ability to continue as a going concern. This is primarily due to the significant capital required to fund its ongoing operations and strategic initiatives, particularly following the Business Combination. Additional capital is necessary to meet future obligations.
• Integration of Acquired Entities [high — operational]: The successful integration of Bioceres Group, Gentle Tech, and Nutrecon is critical. Challenges in integrating organizational, operational, and IT functions could hinder the realization of expected synergies and impact overall competitiveness and long-term sustainability.
• GMO and Regulatory Compliance [medium — regulatory]: The Company's business involves genetically modified organisms (GMOs) and related technologies. Compliance with evolving regulatory frameworks in different jurisdictions, including those related to GMOs and food safety (e.g., FDA), is essential and carries inherent risks.
• Market Acceptance of Novel Products [medium — market]: Commercializing products derived from the ValoraSoy acquisition and the Finland fermentation hub requires significant market acceptance. Failure to gain traction with novel products, particularly those involving advanced agricultural technologies, could impact revenue generation.

Industry Context

Moolec Science operates in the agricultural technology and biotechnology sectors, focusing on developing and commercializing novel food ingredients and crop solutions. The industry is characterized by significant R&D investment, long development cycles, and evolving regulatory landscapes, particularly concerning genetically modified organisms (GMOs). Key trends include the demand for sustainable and alternative protein sources, precision agriculture, and the integration of advanced breeding and fermentation technologies.

Regulatory Implications

The company's involvement with GMOs and novel food technologies subjects it to stringent regulatory oversight from bodies like the FDA. Compliance with food safety, environmental, and labeling regulations across different jurisdictions is paramount. Changes in regulatory policies regarding GMOs or novel food ingredients could significantly impact market access and product commercialization.

What Investors Should Do

1. Monitor capital raising activities closely.
2. Evaluate the integration progress of the Business Combination.
3. Assess the commercialization pipeline and market adoption.

Key Dates

• 2025-06-16: Business Combination Closing — Marks the consummation of the reverse acquisition with Bioceres Group, Gentle Tech, and Nutrecon, with Bioceres Group being the accounting acquirer. This significantly changes the scope and basis of presentation for financial results.
• 2025-05-14: Reverse Stock Split — A 10-to-1 reverse stock split was effective, consolidating shares and impacting per-share metrics. This was a precursor to the Business Combination.
• 2025-05-22: Redomiciliation — The company redomiciled from Luxembourg to the Cayman Islands, changing its legal jurisdiction.
• 2025-04-16: Business Combination Agreement — The agreement outlining the terms of the significant reverse acquisition was entered into.
• 2024-09-17: BIOX Soy Supply Agreement — An agreement was entered into with BIOX for HB4 soy supply, indicating a strategic partnership.

Glossary

Business Combination

The business combination entered into by Moolec Science SA, Bioceres Group, Nutrecon LLC, Nordelis Ventures Corp., Union Group Ventures Limited and Gentle Technologies Corp. (This is the central event of the fiscal year, fundamentally altering the company's structure and financial reporting basis.)

Bioceres Group

Bioceres Group Limited (formerly, Bioceres Group PLC) and its subsidiaries. (The accounting acquirer in the Business Combination, its results are consolidated into Moolec's financial statements for FY2025.)

IFRS

International Financial Reporting Standards as issued by the International Accounting Standards Board (the 'IASB'). (The accounting standards under which the consolidated financial statements are prepared, particularly relevant for purchase accounting following the Business Combination.)

Reverse Stock Split

A stock split where the number of shares outstanding is reduced, typically by consolidating existing shares into fewer, higher-priced shares. (A significant corporate action taken before the Business Combination, impacting share count and per-share calculations.)

Going Concern

The assumption that a company will continue to operate for the foreseeable future. (The filing explicitly states substantial doubt about Moolec's ability to continue as a going concern, highlighting a critical financial risk.)

Purchase Accounting

An accounting method used in business combinations where the assets and liabilities of the acquired company are recorded at their fair values on the acquisition date. (This method is applied to the FY2025 results due to the Business Combination, making direct comparison with FY2024 difficult.)

Year-Over-Year Comparison

Direct comparison of key financial metrics to the prior fiscal year is challenging due to the significant Business Combination on June 16, 2025. The FY2025 results are presented under purchase accounting, reflecting the consolidated entity, while FY2024 represented Moolec on a stand-alone basis. This means revenue, margins, and profitability figures for FY2025 are not directly comparable to FY2024 due to the change in scope and accounting basis. New risks related to integration and going concern have emerged prominently in the current filing.

Key Financial Figures

• $0.10 — dinary Shares, with nominal value of US$0.10 per share MLEC Nasdaq Stock Market LLC
• $36.4 million — ncial debt for an aggregate amount of US$36.4 million. In July 2025, Bioceres LLC, a wholly
• $69.5 million — n its financial debt in the amount of US$69.5 million. The creditor conducted a public auctio
• $58.0 million — 30, 2025, the current debt amounts to US$58.0 million. The defaults by Bioceres S.A. and Bio
• $204,860,444 — negative working capital amounting to US$204,860,444, and a shareholders' deficit of US$82,8
• $82,873,602 — 0,444, and a shareholders' deficit of US$82,873,602. Additionally, the Group reported recur
• $104,150,129 — curring operating losses amounting to US$104,150,129. The Company had the financial support

Filing Documents

• ea0270125-20f_moolec.htm (20-F) — 4023KB
• ea027012501ex1-1_moolec.htm (EX-1.1) — 525KB
• ea027012501ex11-1_moolec.htm (EX-11.1) — 38KB
• ea027012501ex12-1_moolec.htm (EX-12.1) — 10KB
• ea027012501ex12-2_moolec.htm (EX-12.2) — 10KB
• ea027012501ex13-1_moolec.htm (EX-13.1) — 3KB
• ea027012501ex13-2_moolec.htm (EX-13.2) — 3KB
• ea027012501ex15-1_moolec.htm (EX-15.1) — 2KB
• ea027012501ex15-2_moolec.htm (EX-15.2) — 2KB
• ea027012501ex97_moolec.htm (EX-97) — 62KB
• ea027012501ex99-1_moolec.htm (EX-99.1) — 1419KB
• image_001.jpg (GRAPHIC) — 78KB
• image_002.jpg (GRAPHIC) — 3KB
• image_003.jpg (GRAPHIC) — 4KB
• image_004.jpg (GRAPHIC) — 3KB
• image_005.jpg (GRAPHIC) — 71KB
• fin_001.jpg (GRAPHIC) — 23KB
• fin_002.jpg (GRAPHIC) — 4KB
• ex1-1_001.jpg (GRAPHIC) — 2KB
• ex11-1_001.jpg (GRAPHIC) — 10KB
• ex99-1_001.jpg (GRAPHIC) — 13KB
• ex99-1_002.jpg (GRAPHIC) — 12KB
• ex99-1_003.jpg (GRAPHIC) — 5KB
• 0001213900-25-125820.txt ( ) — 21374KB
• mlec-20250630.xsd (EX-101.SCH) — 222KB
• mlec-20250630_cal.xml (EX-101.CAL) — 113KB
• mlec-20250630_def.xml (EX-101.DEF) — 778KB
• mlec-20250630_lab.xml (EX-101.LAB) — 1392KB
• mlec-20250630_pre.xml (EX-101.PRE) — 812KB
• ea0270125-20f_moolec_htm.xml (XML) — 3549KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Table of Contents ABOUT THIS ANNUAL REPORT iii PART I 1 INTRODUCTORY NOTE AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION 1 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 A. Directors and Senior Management 5 B. Advisors 5 C. Auditors 5 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 A. Offer Statistics 5 B. Method and Expected Timetable 5 ITEM 3. KEY INFORMATION 5 A. [RESERVED] 5 B. Capitalization and Indebtedness 5 C. Reasons for the Offer and Use of Proceeds 5 D.

Risk Factors

Risk Factors 5 ITEM 4. INFORMATION ON THE COMPANY 45 A. History and Development of the Company 45 B. Business Overview 53 C. Organizational Structure 66 D. Property, Plant and Equipment 66 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 67 A. Operating Results 67 B. Liquidity and Capital Resources 77 C. Research and Development, Patents and Licenses, etc. 81 D. Trend Information 81 E. Critical Accounting Estimates 81 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 81 A. Directors and Senior Management 81 B. Compensation 83 C. Board Practices 84 D. Employees 86 E. Share Ownership 86 F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 87 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 87 A. Major Shareholders 87 B. Related Party Transactions 87 C. Interests of Experts and Counsel 90 i ITEM 8. FINANCIAL INFORMATION 90 A. Consolidated Statements and Other Financial Information 90 B. Significant Changes 91 ITEM 9. THE OFFER AND LISTING 91 A. Offer and Listing Details 91 B. Plan of Distribution 91 C. Markets 91 D. Selling Shareholders 91 E.

Dilution

Dilution 91 F. Expenses of the Issue 91 ITEM 10. ADDITIONAL INFORMATION 91 A. Share Capital 91 B. Memorandum and Articles of Association 91 C. Material Contracts 93 D. Exchange Controls 94 E. Taxation 94 F. Dividends and Paying Agents 99 G. 99 H. Documents on Display 99 I. Subsidiary Information 99 J. Annual Report to Security Holders 99 ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 99 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 99 A. Debt Securities 99 B. Warrants and Rights 99 C. Other Securities 99 D. American Depositary Shares 99 PART II 100 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 100 A. Defaults 100 B. Arrears and Delinquencies 100 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 101 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 101 A. Disclosure Controls and Procedures 101 B. Management's Annual Report on Internal Control Over Financial Reporting 101 C. Attestation Report of the Registered Public Accounting Firm 102 D. Changes in Internal Control Over Financial Reporting 102 ITEM 16. Reserved 102 A. Audit Committee Financial Expert 102 B. Code of Ethics 102 C. Principal Accountant Fees and Services 102 D. Exemptions from the Listing Standards for Audit Committees 103 E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 103 F. Change in Registrant's Certifying Accountant 103 G. Corporate Governance 103 H. Mine Safety Disclosure 103 I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 103 J. Insider Trading Policies 103 K. Cybersecurity 103 PART III 104 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 104 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 104 ITEM 19. EXHIBITS 105 ii ABOUT THIS ANNUAL REPORT Unless the context otherwise requires, "we," "us," "our," "the Company," "the Group," "Moolec" and "Moolec Science" refers to Moolec Science SA and its subsidiaries. SELECTED DEFINITIONS The following terms used in this annual report are defined below, unless where context otherwise requires: "Companies Act" means the Companies Act (Revised) of the Cayman Islands. " Articles " means the memorandum and articles of association of Moolec, as amended and restated from time to time. " BIOX " or "Bioceres" means Bioceres Crop Solutions Corp. " Bioceres Group " means Bioceres Group Limited (formerly, Bioceres Group PLC) and its subsidiaries. "Business Combination" means the business combination entered into by Moolec Science SA, Bioceres Group, Nutrecon LLC, Nordelis Ventures Corp., Union Group Ventures Limited and Gentle Technologies Corp. dated April 16, 2025. " Bioceres Group Business Combination Agreement " or " Business Combination Agreement " means the business combination agreement dated April 16, 2025 entered into by Moolec Science SA, Bioceres Group, Nutrecon LLC, Nordelis Ventures Corp., Union Group Ventures Limited and Gentle Technologies Corp. " Bioceres LLC " means Bioceres LLC (formerly, Bioceres Inc.) " BIOX Soy Supply Agreement " means the HB4 soy supply agreement entered into by Moolec and BIOX on September 17, 2024. " Board " or " Board of Directors " means the board of directors of Moolec. " BSA " means Bioceres S.A. " Business Combination Closing " or " Closing " means the consummation of the Business Combination pursuant to the Business Combination Agreement. " Business Combination Closing Date " or " Closing Date " means June 16, 2025. " Business Combination Proposal " means the proposal presented to the Company's shareholders to approve the adoption of the Business Combination Agreement and the transactions contemplated thereby, including the Busines

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