Gaston Paladini & Biotech Co LLC Acquire Stake in Moolec Science SA

TL;DR

**Paladini & Biotech Co LLC just took a big stake in Moolec Science SA. Watch this space.**

AI Summary

On April 17, 2024, Gaston Paladini and Biotech Co LLC filed an SC 13D, reporting beneficial ownership of Moolec Science SA. The filing indicates a change in ownership or control, with Paladini and Biotech Co LLC now holding a significant stake in the company.

Why It Matters

This filing signals a potential shift in control or influence over Moolec Science SA, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — SC 13D filings often indicate significant stake-building, which can precede activist campaigns or takeover attempts, introducing uncertainty.

Key Players & Entities

• Gaston Paladini (person) — Reporting person and beneficial owner
• Biotech Co LLC (company) — Reporting person and beneficial owner
• Moolec Science SA (company) — Issuer of securities
• Matthew S. Poulter (person) — Legal counsel for reporting persons
• Linklaters LLP (company) — Law firm representing reporting persons

FAQ

Key Financial Figures

• $0.01 — inary shares, with a nominal value of US$0.01 per share, of Moolec Science SA (&ldquo

Filing Documents

• ea0203672-sc13dbio_moolec.htm (SC 13D) — 77KB
• ea020367201ex99-1_moolec.htm (EX-99.1) — 8KB
• ea020367201ex99-2_moolec.htm (EX-99.2) — 160KB
• 0001213900-24-033865.txt ( ) — 246KB

Security and Issuer

Item 1. Security and Issuer. The class of equity securities to which this joint a public limited liability company ( société anonyme ) governed by the laws of the Grand Duchy of Luxembourg, with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register ( Registre de Commerce et des Sociétés, Luxembourg ) under number B268440 (“ Moolec ”, or the “ Issuer ”).

Identity and Background

Item 2. Identity and Background. (a) This statement is filed by: i) The Biotech Company LLC , which is the holder of record of 2,914,000 Shares (corresponding to approximately 7.8% of the Issuer’s outstanding capital stock) (“ Biotech ”); and ii) Gastón Paladini (“ Mr. Paladini ” and together with Biotech, each a “ Reporting Person ”, and, collectively, the “ Reporting Persons .”) All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. (b) The address of the principal business and principal offices of: i) Biotech is 1095 Sugar View Drive, Suite 500, Sheridan, WY82801, United States; and ii) Gastón Paladini is 17, Boulevard F. W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg. (c) The principal occupation of Biotech is serving as an investor to the Issuer. The present principal occupation of Gastón Paladini is Chief Executive Officer of the Issuer. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours). (e) None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) i) Biotech is a limited liability company formed under the laws of Wyoming; and ii) Gastón Paladini is an Argentinian citizen. Page 4 of 7 Pages

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration. This Schedule 13D (the “ Schedule 13D ”) is being filed to report the beneficial ownership by the Reporting Person as a result of the transfer of 2,914,000 Shares from BG Farming Technologies Limited (“ BG Farming ”) to Biotech, pursuant to the amended and restated operating agreement of BG Farming, dated March 7, 2022 (the “ Amended Operating Agreement ”). See “ Item 6 —Operating Agreement .” The foregoing description of the Amended Operating Agreement does not purport to be complete and is qualified in its entirety by references to the full text of the Amended Operating Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The aggregate percentages of Shares beneficially owned by the Reporting Person, and reported in this Schedule 13D, is calculated based on 37,563,768 Shares outstanding, as reported by the Issuer in its annual report on Form 20-F filed with the SEC on November 2, 2023 (File No. 001-41586) (the “ Issuer 20-F ”).

Purpose of Transaction

Item 4. Purpose of Transaction. The information in Items 3 and 6 of this Schedule 13D are incorporated herein by reference. The Reporting Person received the Shares described in this Schedule 13D in accordance to the Amended Operating Agreement, and holds the 2,914,000 Shares for investment purposes, while intending to review their investments in Moolec on a continuing basis. Any actions the Reporting Person might undertake will be dependent upon their review of numerous factors, including, but not limited to: an ongoing evaluation of Moolec’s business, financial condition, operations and prospects; price levels of Moolec’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other current and future developments. Based on such review, the Reporting Person may, at any time and from time to time, acquire additional securities of Moolec, or retain or sell all or a portion of the securities then held, including without limitation, in the open market, block sales or in privately negotiated transactions at any time, and may formulate other purposes, plans or proposals regarding Moolec or any of its subsidiaries, to the extent deemed advisable in light of strategic investment and trading policies of the Reporting Person. In connection with such considerations or activity, the Reporting Person may use third-party advisers, consultants or agents (each an “ Adviser ”) to assist the Reporting Person and may engage, directly or indirectly, in discussions or negotiations, or pursue agreements with other parties regarding the securities then held and such other matters as it considers relevant to making its determinations. In addition, the Reporting Person or their Advisers may engage in discussions with management, the board of directors of Moolec, other shareholders of Moolec and other relevant parties or encourage such persons to consider or explore extr

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a)-(b) In the aggregate, the Reporting Persons beneficially owns 2,914,000 Shares, representing 7.8% of the outstanding Shares. (c) None of the Reporting Persons has effected any transactions of the Issuer’s Shares during the 60 days preceding the date of this report, except as described in Item 4 of this Schedule 13D which information is incorporated herein by reference. (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Amended Operating Agreement Pursuant to the Amended Operating Agreement, Biotech, agreed, among other things, that in the event of closing of a business combination involving the Issuer, BG Farming would transfer to its members its Shares, in accordance with each member’s ownership of BG Farming. Accordingly, BG Farming transferred 2,914,000 Shares to Biotech. The foregoing description of the Amended Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Operating Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit Description 99.1 Joint Filing Agreement, by and between the Reporting Persons 99.2 Amended and Restated Operating Agreement of BG Farming, dated March 7, 2022, by and among BG Farming Technologies Ltd, THEO I SCSp and The Biotech Company LLC. Page 6 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 17, 2024 THE BIOTECH COMPANY LLC By: /s/ Gastón Paladini Gastón Paladini Director By: /s/ Gastón Paladini Gastón Paladini Page 7 of 7 Pages

View Full Filing

View this SC 13D filing on SEC EDGAR