MLEC 0001213900-25-008835 6-K Filing: Jan 31, 2025

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 January 2025

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

This Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (Registration No. 333-283113) and Form S-8 (Registration No. 333-282263), and the following exhibit is filed as part of this Form 6-K:

Exhibit No.	Description
99.1	Moolec Science SA unaudited interim condensed consolidated financial statements as of September 30, 2024 and June 30, 2024, and for the three-month periods ended September 30, 2024 and 2023.

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.

	MOOLEC SCIENCE SA
	(Registrant)
Dated: January 31, 2025	By:	/s/ Gastón Paladini
	Name:	Gastón Paladini
	Title:	Chief Executive Officer

Exhibit 99.1

Unaudited interim condensed consolidated financial statements as of September 30, 2024 and June 30, 2024,

and for the three-month periods ended September 30, 2024 and 2023.

Moolec Science SA

Unaudited interim condensed consolidated Financial Statements as of September 30, 2024 and June 30, 2024,

and for the three months ended September 30, 2024 and 2023

Unaudited interim condensed consolidated statements of comprehensive loss	3
Unaudited interim condensed consolidated statements of financial position	4
Unaudited interim condensed consolidated statements of changes in equity	5
Unaudited interim condensed consolidated statements of cash flows	6
Notes to the unaudited interim condensed consolidated financial statements	7
Note 1. General information	7
Note 2. Accounting standards and basis of preparation	7
Note 3. Summary of significant accounting policies	8
Note 4. Critical accounting judgements and estimates	10
Note 5. Comparative Information	10
Note 6. Intangible Assets	10
Note 7. Fixed Assets	11
Note 8. Other receivables	11
Note 9. Cash and cash equivalents	12
Note 10. Inventories	12
Note 11. Share capital and share premium	12
Note 12. Share based payment	12
Note 13. Accounts Payable	14
Note 14. Other liabilities	14
Note 15. Warrants liabilities	14
Note 16. Income Tax	15
Note 17. Financial debts	15
Note 18. Financial income / expenses	16
Note 19. Administrative expenses	16
Note 20. Research and development expense	17
Note 21. Cost of sales	17
Note 22. Net loss per share	17
Note 23. Related parties	18
Note 24. Financial instruments	19
Note 25. Events after the reporting period	20

Moolec Science SA

Unaudited interim condensed consolidated statements of comprehensive loss

for the three month period ended September 30, 2024 and 2023

In USD [$]

	Notes
Continuing operations
Revenue		1,557,002		1,740,050
Cost of sales	21	(1,542,229	)	(1,519,642	)
Other income		86,008		-
Research and development expense	20	(425,542	)	(387,736	)
Marketing expense		(180,991	)	(219,260	)
Administrative expense	19	(1,588,336	)	(1,863,418	)
Other operating expense		(7,367	)	(17,909	)
Loss from operations		(2,101,455	)	(2,267,915	)
Other Financial Results	18	717,573		561,040
Financial costs	18	(550,170	)	(99,419	)
Gain/ loss investment in associates		(9,436	)	-
Net loss before Income tax		(1,943,488	)	(1,806,294	)
Income tax benefit /(expenses)	16	27,989		215,291
Loss of the period		(1,915,499	)	(1,591,003	)
Basic and diluted loss per share	22	(0.05	)	(0.04	)
Other comprehensive income/loss
Items that may be reclassified to profit or loss:
Foreign exchange differences on translation of foreign operations		507,342		(30,676	)
Total other comprehensive income / (loss)		507,342		(30,676	)
Total comprehensive loss for the period		(1,408,157	)	(1,621,679	)

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 September 30, 2024 and June 30, 2024

In USD [$]

	Notes
ASSET
Non- current assets
Intangible assets	6	8,953,422		8,975,518
Fixed assets	7	1,241,753		1,172,144
Goodwill		276,635		262,532
Right-of-use of assets		406,937		443,212
Prepayments		30,459		36,015
Other non-current receivables	8	10,495,592		10,149,079
Total non-current assets		21,404,798		21,038,500
Current assets
Cash and cash equivalents	9	3,610,072		5,389,928
Trade receivables		553,542		471,500
Other receivables	8	1,068,444		1,010,539
Prepayments		344,002		596,938
Inventories	10	5,577,551		6,279,519
Total current assets		11,153,611		13,748,424
TOTAL ASSETS		32,558,409		34,786,924
LIABILITIES AND EQUITY
Equity
Share capital	11	385,641		385,641
Shares to be issued	11	3,068		3,068
Share premium	11	69,159,382		69,159,382
Treasury shares	11	(1,232	)	(1,232	)
Cost of own shares held	11	(303,768	)	(303,768	)
Equity settled share-based payment	12	3,667,903		3,382,343
Cumulative translation adjustment		633,051		125,709
Accumulated deficit		(67,850,882	)	(65,935,383	)
Total equity		5,693,163		6,815,760
Liabilities
Non-current liabilities
Accounts Payable	13	1,000,000		7,600,000
Financial debts	17	18,224,114		11,703,708
Other liabilities	14	29,375		196,511
Lease liability		207,891		248,532
Deferred tax liability		40,491		72,096
Total non-current liabilities		19,501,871		19,820,847
Current liabilities
Accounts payable	13	2,680,232		3,414,686
Financial debts	17	3,474,171		2,555,683
Other liabilities	14	587,111		1,451,093
Warrant liabilities	15	444,400		555,500
Lease liability		177,461		173,355
Total current liabilities		7,363,375		8,150,317
TOTAL LIABILITIES		26,865,246		27,971,164
TOTAL LIABILITIES AND EQUITY		32,558,409		34,786,924

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 three months period ended September 30, 2024 and 2023

In USD [$]

	Sharecapital
	Shares Issued		Shares to be issued		Treasury shares			Share Premium		Cost of own shares held			Cumulative translation adjustment			Equity settled share-based payment		Retained (deficit)			Total Equity
Balance as of June 30, 2023		375,641		3,068		-			66,996,982		-			18,112			1,335,253		(58,623,123	)		10,105,933
Exchange differences on translation of foreign operations		-		-		-			-		-			(30,676	)		-		-			(30,676	)
Equity settled share-based payment		-		-		-			-		-			-			407,356		-			407,356
Net loss of the period		-		-		-			-		-			-			-		(1,591,003	)		(1,591,003	)
Balance as of September 30, 2023		375,641		3,068		-			66,996,982		-			(12,564	)		1,742,609		(60,214,126	)		8,891,610
Balance as of June 30, 2024		385,641		3,068		(1,232	)		69,159,382		(303,768	)		125,709			3,382,343		(65,935,383	)		6,815,760
Exchange differences on translation of foreign operations		-		-		-			-		-			507,342			-		-			507,342
Equity settled share-based payment		-		-		-			-		-			-			285,560		-			285,560
Net loss of the period		-		-		-			-		-			-			-		(1,915,499	)		(1,915,499	)
Balance as of September 30, 2024		385,641		3,068		(1,232	)		69,159,382		(303,768	)		633,051			3,667,903		(67,850,882	)		5,693,163

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 three-month periods ended September 30, 2024 and 2023

In USD [$]


Cash flows from operating activities
Loss for the period	(1,915,499	)	(1,591,003	)
Adjustments to reconcile loss for the period to net cash flows
Deferred tax benefit	(27,989	)	(215,291	)
Amortization intangible assets	237,773		139,992
Depreciation fixed assets	48,102		40,631
Depreciation of right-of-use assets	38,732		9,894
Employee share-based payment	285,560		407,356
Financial income / (expenses)	(139,667	)	(943,583	)
Changes in working capital
Prepayments	258,492		198,467
Accounts receivable	(58,061	)	(146,394	)
Other receivables	(6,768	)	9,065
Inventories	1,039,301		69,596
Accounts Payable	(701,192	)	292,432
Other liabilities	(184,933	)	(14,725	)
Net cash used in operating activities	(1,126,149	)	(1,743,563	)
Cash flows from investing activities
Acquisition of fixed assets	(59,738	)	(104,441	)
Short-term investments withdrawals	-		279,004
Net cash (used in) / generated from investing activities	(59,738	)	174,563
Cash flows from financing activities
Proceeds from financial debts	89,548		117,763
Payment of loans	(446,569	)	(182,976	)
Payments of interest	(148,860	)	(48,279	)
Payments of lease liabilities	(36,536	)	(13,952	)
Net cash used in financing activities	(542,417	)	(127,444	)
Net decrease in cash and cash equivalents	(1,728,304	)	(1,696,444	)
Cash and cash equivalents at beginning of the year	5,389,928		2,527,673
Effect of exchange rate changes and inflation on cash and equivalents	(51,552	)	22,365
Cash and cash equivalents at end of the period	3,610,072		853,594
Non-cash financing activities
Increase in Right-of-use asset recognition through and increase in Lease liabilities.	-		380,321
Increase in issuance of convertible notes through Accounts Payables (see notes 13 and 17)	6,600,000		-
Increase in financial debt thought Other Liabilities (see notes 14 and 17)	823,748		-

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

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 September 30, 2024 are as follows:

Name	Principal activities	Country of <br> incorporation and<br> principal place of<br> business
Moolec Science Limited (i)	Investment in subsidiaries	United Kingdom	100	%
LightJump Acquisition Corporation	Investment in subsidiaries	USA	100	%
ValoraSoy S.A.	Investment in subsidiaries	Argentina	100	%
AG Biomolecules LLC (DE)	Investment in subsidiaries	USA	100	%
Microo Foods Ingredients S.L.	Investment in joint arrangements	Spain	50	%
(i)	Moolec Science<br> Limited has a branch office in Argentina, Moolec Science Limited S.E.
---	---

Note 2. Accounting standards and basis of preparation

Note2.1. 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, 2024. 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 January 31, 2025.

Note2.2. 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 2024.

Note2.3. 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. 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 2024. 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 16: Income tax.

Note3.2. New and amended IFRS Standards that are effective for the current period.

a)	The<br> following new standards, amendments and interpretations became applicable for the current<br> reporting period and adopted by the Group

- Amendments to IFRS 16- Lease Liability in a Sale and Leaseback.

- Amendments to IAS 1 – Non- current liabilities with covenants.

- Amendments to IAS 7- Statement of Cash Flows & to IFRS 7- Financial Instruments: Disclosures

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

b)	The<br>following new standards and amendments are not yet adopted by the Group.

- IFRS 19 - Simplifying disclosure requirements for certain subsidiary financial statements. This standard specifies the disclosure requirements that an entity is permitted to apply instead of the disclosure requirements in other IFRS Accounting Standards. It is effective for annual periods beginning on or after 1 January 2027.

Thesestandards and amendments are not expected to have a material impact on the Group

- IFRS 18 – Presentation and Disclosure in Financial Statements. This standard sets out requirements for the presentation and disclosure of information in general purpose financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. It is effective for annual periods beginning on or after January 1, 2027.

Amendments to IAS 21- The Effects of Changes in Foreign Exchange Rates Titled Lack of Exchangeability. The amendments are effective for annual reporting periods beginning on or after 1 January 2025.

- IFRS 9 and IFRS 7- Classification and measurement of financial instruments. The amendments are effective for annual periods beginning on or after January 1, 2026.

TheGroup is currently analyzing the potential impact of these new standards on our financial statements.

Note3.3. 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.

For the three-months ending:	September 30, 2024
Revenue (1)		1,557,002		1,740,050
Cost of sales (2)		(1,542,229	)	(1,519,642	)
(1)	Includes<br> impact of IAS 29 for $10,632 increase in revenues and $5,986 decrease in revenues for the<br> period ended on September 30 2024 and 2023, respectively.
---	---
(2)	Includes<br> impact of IAS 29 for $42,972 increase costs of sales and $136,173 increase in cost of sales<br> for the period ended on September 30 2024 and 2023, respectively.
---	---

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

Revenuesbreakdown:

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-currentassets other than financial instruments

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

	As of <br> September 30, 2024		As of <br> June 30,<br> 2024
Luxembourg		1,226,635		1,262,532
United Kingdom		4,544,318		4,600,761
Argentina		4,821,901		4,673,592
United States		316,352		352,536
Total non-current assets other than financial instruments	$	10,909,206	$	10,889,421

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, 2024 and from unaudited financial statements for the period of July 1, 2024 through September 30, 2024 respectively.

The Company has reclassified some expenses in the notes in the comparative periods to improve the presentation and understanding of the financial information. Those reclasses do not impact on the previously reported total comprehensive results, financial position or cash flows.

Note 6. Intangible Assets

	2024			2023
As of June 30,
Cost		9,783,409			8,613,615
Accumulated Amortization		(807,891	)		(94,517	)
Net book amount	$	8,975,518		$	8,519,098
	2024			2023
---	---	---	---	---	---	---
Three months period ended September 30,
Opening net book amount		8,975,518			8,519,098
Effect of changes in foreign exchange rates		215,677			(48,421	)
Amortization (i)		(237,773	)		(139,992	)
Closing net book amount	$	8,953,422		$	8,330,685
	2024			2023
---	---	---	---	---	---	---
As of September 30,
Cost		9,999,086			8,565,194
Accumulated Amortization		(1,045,664	)		(234,509	)
Net book amount	$	8,953,422		$	8,330,685
(i)	The amortization<br> charge is included in Administrative expenses and Research and development expenses (see notes 19 and 20).
---	---

Note 7. Fixed Assets

	2024			2023
As of June 30,
Cost		1,378,503			1,171,286
Accumulated Amortization		(206,359	)		(29,204	)
Net book amount	$	1,172,144		$	1,142,082
****	2024		****	2023		****
---	---	---	---	---	---	---
Three months period ended September 30,		****			****
Opening net book amount		1,172,144			1,142,082
Effect of changes in foreign exchange rates		57,973			(14,227	)
Additions		59,738			104,441
Depreciation (i)		(48,102	)		(40,631	)
Closing net book amount	$	1,241,753		$	1,191,665
	2024			2023
---	---	---	---	---	---	---
As of September 30,
Cost		1,496,214			1,261,500
Accumulated Depreciation		(254,461	)		(69,835	)
Net book amount	$	1,241,753		$	1,191,665
(i)	The depreciation<br> charge is included in Administrative expenses and Cost of sales (see notes 19 and 21).
---	---

Note 8. Other receivables

	As of <br> September30, 2024		As of <br> June 30,<br> 2024
Receivables with shareholders (i)		10,495,592		10,149,079
Total Other receivables – Non current	$	10,495,592	$	10,149,079
(i)	Moolec Science<br> Limited issued an aggregate number of Moolec Science Limited ordinary shares equal to 2,354,069 (or 1,500,000 of Moolec Science SA<br> shares after the transaction) to current individual shareholders of Bioceres S.A., and Bioceres Group PLC, (“New shareholders”)<br> Moolec and the new shareholders entered into a subscription agreement (the “shareholders’ subscription agreement”)<br> prior to the transaction pursuant to which Moolec Science Limited agreed to issue 2,354,069 of Moolec Science Limited ordinary shares.<br> The subscription agreement dated December 22, 2022. The new shareholders agreed to pay an aggregate purchase price of $15,000,000<br> within 5 years from the date of such subscription agreement. Such shareholders’ subscription agreement accrues an internal<br> rate of return of 13.20%. The accrued interest is included in Other Financial Results.
---	---

	As of <br> September30, 2024		As of <br> June 30,<br> 2024
Taxes		696,087		622,614
Others		372,357		387,925
Total Other receivables – Current	$	1,068,444	$	1,010,539

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:

	As of<br><br> September 30, <br><br>2024		As of <br><br>June 30,<br><br> 2024
Bank accounts		3,506,612		3,295,805
Short-term investments		103,460		2,093,374
Cash		-		749
Total cash and cash equivalents	$	3,610,072	$	5,389,928

Note 10. Inventories

	As of<br><br> September 30,<br><br> 2024		As of<br><br> June 30,<br><br> 2024
Raw materials		5,325,928		6,215,720
Products in process		144,856		-
Finished goods		106,767		63,799
Total Inventories	$	5,577,551	$	6,279,519

Note 11. Share capital and share premium

As of September 30, 2024, the share capital stock and share premium amounts to $ 69,546,859. The following table sets forth details of the balances as of September 30, 2024 and as of June 30, 2024:

	Number of<br> shares		Shares<br> issued<br> amount		Shares to be issued<br> amount		Treasury Shares			Share Premium		Cost of own shares held
Balance as of June 30, 2024 and as of September 30, 2024		38,440,602		385,641		3,068		(1,232	)		69,159,382		(303,768	)

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.

On September 18, 2024, the Board of Directors approved the 2024 Incentive Plan (the “Plan”), making some minor modifications to the previous share-based compensation plan. Subsequently, on December 12, 2024, the Board approved the possibility of making additional grants under the Plan and revised certain terms. These changes were designed to attract, retain, and motivate key executives while promoting sustained growth and enhancing shareholder value.

As of September 30, 2024, Moolec had the following shared-based payment arrangements for executives and senior management:

●	Group 1 granted<br> up to 579,078 underlying ordinary shares (options). The options have an exercise price of $1.52 and expire in December 2030 (except<br> one case in June 2031).
●	Group 2 granted<br> up to 344,555 underlying ordinary shares (options). The options have an exercise price of $8.00 and expire in December 2030.
---	---

●	Group 3 granted<br> up to 833,333 underlying ordinary shares (options). The options have an exercise price of $4.25 and expire between January 2033 and<br> March 2034.

Also, for the period ended September 30, 2024 RSU awards were accrued to some employees and members of the executive team amounting to the equivalent of $53,234 (and $86,335 for the period ended September 2023). The expense is recognized as an employee benefit expense, with a corresponding increase in equity (or liability, depending on the characteristics of the award)

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.

Factor	Group 1			Group 2			Group 3
Fair value of shares (range)	$	1.00		$	1.00		$	1.63 - 3.21
Exercise price	$	1.52		$	8.00		$	4.25
Expected volatility		70	%		70	%		70	%
Dividend rate		-			-			-
Reference risk-free interest rate		3.00	%		3.00	%		4.25	%
Plan duration		10 years			10 years			10 years
Fair value of stock options at measurement date (range)	$	9.11		$	7.25		$	1.02 – 2.65

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 September 30, 2024.

	September 30, 2024
	Group 1				Group 2				Group 3
	Number of<br> options		Exercise<br> price		Number of<br> options		Exercise<br> price		Number of<br> options		Exercise<br> price
At the beginning		325,826	$	1.52		206,598	$	8.00		833,333	$	4.25
Granted during the period		-		-		-		-		-	$	-
Forfeited during the period		-		-		-		-		-		-
Exercised during the period		-		-		-		-		-		-
Expired during the period		-		-		-		-		-		-
At the ending		325,826	$	1.52		206,598	$	8.00		833,333	$	4.25

The charge of the stock options recognized during the three months period ended on September 30, 2024 and 2023, was $ (136,576) and $ (235,522). The charge of the RSUs recognized for the three months period ended on September 30, 2024 and 2023, was $ (53,234) and $ (86,335).

Note 13. Accounts Payable

	As of<br><br> September 30,<br><br> 2024		As of June 30, 2024
Related parties		1,000,000		7,600,000
Total Accounts payable – Non Current	$	1,000,000	$	7,600,000

On June 14, 2024, Moolec Science SA and Bioceres Crop Solutions Corp. (“BIOX”) signed an agreement under which BIOX sold 15,000 tons of HB4 soybean to Moolec Science SA for an amount of USD 6,600,000 payable in 2026. Later, on September 15, 2024 such payables were exchanged for a convertible note (see note 17). Additionally, on June 29, 2024, Moolec Science SA entered into an exclusive Technology Access License Agreement with BIOX for USD 1,000,000, granting Moolec Science SA the right to use BIOX’s HB4 technology for a period of 5 years.

	As of<br><br> September 30,<br><br> 2024		As of<br><br> June 30,<br><br> 2024
Accruals		1,268,302		1,351,057
Trade payables		738,136		873,534
Related parties (i)		574,699		568,835
Transaction expenses payable		99,095		621,260
Total Accounts payable – Current	$	2,680,232	$	3,414,686

Note 14. Other liabilities

	As of<br><br> September 30,<br><br> 2024		As of<br><br> June 30,<br><br> 2024
Related parties (i)		-		794,301
Wages		234,138		288,213
Taxes		37,613		134,212
Others		315,360		234,367
Total Other liabilities - Current	$	587,111	$	1,451,093

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

(i)	The details of the related parties payables are included in Related Party (see note 23)

Note 15. 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 September 30, 2024 and June 30, 2024, is $0.0400 and $0.0500 per Ordinary Share respectively, the valuation of warrants is the following:

	As of<br><br> September 30,<br><br> 2024			As of<br><br> June 30,<br><br> 2024
At the beginning of the period / year	$	555,500		$	887,689
Fair value remeasurement (Gain)		(111,100	)		(332,189	)
At the end of the period / year	$	444,400		$	555,500

Note 16. 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 unaudited interim condensed consolidated 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 three months ended September 30, 2024 amounts to $1,943,488 (loss for the three months ended September 30, 2023 $1,806,294). The benefit income tax for the three months ended September 30, 2024 was $27,989 (for the three months ended September 2023 was – $215,291)

The Group’s consolidate the effective tax rate with respect to continuing operations for the three months ended September 30, 2024 was 1.44%.

The tax rate used for 2024 represents the tax rate of 15% on the taxable income payable by the Group entities in Luxemburg, in accordance with the tax laws of said jurisdiction.

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdiction.

Note 17. Financial Debts

	As of<br><br> September 30,<br><br> 2024		As of<br><br> June 30, <br> 2024
Financial debt denominated in US Dollars (i)		17,540,000		10,940,000
Financial debt denominated in Argentinian Pesos		684,114		763,708
Total Financial Debt - Non-Current	$	18,224,114	$	11,703,708

	As of<br><br> September 30,<br><br> 2024		As of<br><br> June 30, <br> 2024
Financial debt denominated in US Dollars		2,694,418		1,768,715
Financial debt denominated in Argentinian Pesos		779,753		786,968
Total Financial Debt - Current	$	3,474,171	$	2,555,683

(i) On September 17, 2024, Moolec Science issued convertible notes to BIOX in exchange for the non-current accounts payable related to the purchase of HB4 soybean equivalent to $6.6 million. The convertible note has a term of three years with an early conversion option. If the early conversion option is exercised, Moolec Science will have the option to pay the outstanding amount at that date using shares, cash or a combination of both. The interest rate of the note will be calculated on a quarterly basis, and will be 10% of the actual delivery value divided the total amount of the note. The interest will be payable annually in cash in arrears on anniversary of the date of the notes and on the maturity date, however the Company will have the option at each payment date to capitalize the interest accrued.

After September 30, 2024, it was agreed the execution of the clause of the convertible note with BIOX to increase the amount of in kind contributions by $1.5M.

Note 18. Financial income / expenses

	For the three months<br> period ended
	September 30,<br><br> 2024			September 30,<br><br> 2023
Financial Costs
Interest expense		(539,775	)		(93,317	)
Lease Liability Interest		(10,395	)		(6,102	)
Total Financial Costs	$	(550,170	)	$	(99,419	)
Other financial results
Interest income (Shareholders’ loan)		346,513			346,513
Inflation adjustment		113,305			536,178
Change in warrants		111,100			497,728
Exchange rate gains / (losses)		85,852			(920,898	)
Investment results		38,139			110,262
Other		22,664			(8,743	)
Total Other financial results		717,573			561,040
Total net financial income / (expenses)	$	167,403		$	461,621

Note 19. Administrative expenses

	For the three months<br> period ended
	September 30<br><br> 2024			September 30,<br><br> 2023
Audit, legal and accountancy fees		(343,400	)		(693,851	)
Equity settled share-based payment		(301,800	)		(432,097	)
Payroll Expenses		(275,109	)		(180,958	)
Insurance		(236,138	)		(141,941	)
Professional fees		(188,861	)		(173,471	)
Amortization of intangible assets		(131,756	)		(138,111	)
Other office and administrative expenses		(69,360	)		(62,353	)
Travel Expenses		(18,942	)		(36,583	)
Amortization of right-of-use assets		(7,039	)		-
Taxes		(10,899	)		-
Depreciation of fixed assets		(5,032	)		(4,053	)
Total Administrative expenses	$	(1,588,336	)	$	(1,863,418	)

Note 20. Research and development expense

	For the three months<br> period ended
	September 30,<br><br> 2024			September 30,<br><br> 2023
Professional fees		(252,339	)		(323,663	)
Amortization of intangible assets		(106,017	)		(1,881	)
Laboratories’ related expenses		(30,576	)		(44,985	)
Amortization right-of-use assets		(31,693	)		(9,894	)
Depreciation of fixed assets		(4,917	)		-
Other research and development expenses		-			(7,313	)
Total Research and development expenses	$	(425,542	)	$	(387,736	)

Note 21. Cost of sales

	For the nine months<br> period ended
	September 30,<br><br> 2024			September 30,<br><br> 2023
Inventories at beginning		(6,279,519	)		(465,748	)
Purchases		(235,700	)		(1,097,249	)
Production costs
Payroll and professional fees		(137,585	)		(202,812	)
Maintenance, energy and fuel related to fixed assets		(153,636	)		(101,635	)
Amortization and depreciation		(38,153	)		(36,578	)
Other production costs		(82,331	)		(126,628	)
Sub-total production costs		(411,705	)		(467,653	)
Foreign currency translation		(192,856	)		120,715
Sub-total		(7,119,780	)		(1,909,935	)
Inventories as of the end		5,577,551			390,293
Cost of sales	$	(1,542,229	)	$	(1,519,642	)

Note 22. 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 September 30, 2024 and 2023 as follows:

Numerator	September 30, 2024			September 30, 2023
Loss for the period, attributable to the owners of the Group		(1,915,499	)		(1,591,003	)
Loss attributable to the ordinary shareholders		(1,915,499	)		(1,591,003	)

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

Denominator	September 30, 2024		September 30, 2023
Weighted-average number of ordinary shares		38,683,302		37,806,468
Net loss attributable to ordinary shareholders per share	September 30, 2024			September 30, 2023
---	---	---	---	---	---	---
Basic and Diluted		(0.05	)		(0.04	)

Convertible notes outstanding were not included in the diluted EPScalculations for the period ended September 30, 2024 because the interest (net of tax and other changes in income or expense) per ordinaryshare obtainable on conversion exceeds basic earnings per share.

Note 23. 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:

	For the three-months period ended
In USD ($)	September 30,<br><br> 2024		September 30,<br><br> 2023
Short-term employee benefits		25,984		15,375
Share based payment		82,226		214,963

Other Related PartyTransactions

		For the three-months period ended
In USD ($)	Note	September 30,<br><br>2024		September 30,<br> 2023
Share based payment
Key management			82,226		214,963
Services Provided by Other Companies
30% owned by Bioceres S.A. - INMET S.A.- Ingenieria Metabolica S.A	(i)		-		19,750
98.6% owned by Bioceres S.A. - INDEAR S.A.- Instituto de Agrobiotecnología Rosario	(ii)		6,045		26,114
Owned by Bioceres S.A. - Agrality Inc.	(iii)		-		26,750
Founded and operated by the Company’s CPO - Future Foods B.V.	(iv)		-		1,580
Bioceres Crop Solutions Corp	(v)		6,600,000		-
Union Group Ventures Limited	(vi)		823,748		-
(i)	The Company entered into an agreement with INMET S.A.- Ingenieria Metabolica S,A through which it would receive research services in exchange for payment.
---	---
(ii)	The Company entered into an agreement with INDEAR S.A.- Instituto de Agrobiotecnologia Rosario where it would receive research services in exchange for payment.
---	---
(iii)	The Company entered into an agreement with Agrality Inc, for the provision of services.
---	---
(iv)	The Company entered into an agreement with Future Foods B.V. for the provision of services.
---	---
(v)	Moolec Science SA and Bioceres Crop Solutions Corp. (“BIOX”) signed an agreement under which BIOX sold 15,000 tons of HB4 soybean to Moolec Science SA for an amount of USD 6,600,000 payable in 2026. Later, on September 15, 2024 such payables were exchanged for a convertible note (see notes 13 and 17)
(vi)	The Company signed an amendment to the promissory notes with Union Group Ventures Limited, under which the interest rates and payment terms are updated.

Other Related Party Balances

In USD ($)
Bioceres Crop Solutions Corp	(7,648,563	)	(7,600,000	)
100% Subsidiary of Bioceres S.A. - Bioceres LL	(491,894	)	(491,894	)
Invim Corporativo S.L.	(10,835,664	)	(10,572,772	)
Union Group Ventures Limited	(823,748	)	(794,301	)
Founded and operated by the Company’s CPO - Future Foods B.V.	(47,199	)	(47,199	)
Agrality Inc	(26,750	)	(26,750	)
INDEAR S.A.	(8,856	)	(2,992	)

Note 24. Financial instruments

Accounting classificationand 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:

Recurring measurements	Note	As of September 30, 2024			AS of<br><br> June 30,<br><br> 2024
Financial Assets
Amortized costs
Cash and cash equivalents	(i)		3,506,612			3,296,554
Trade and other receivables	(i)		12,117,578			11,631,118
Fair value through profit or loss
Cash and cash equivalents	(iii)		103,460			2,093,374
Total financial assets		$	15,727,650		$	17,021,046
Financial Liabilities
Amortized costs
Trade and other payables	(i)		4,296,718			12,662,290
Financial debts	(ii)		21,698,285			14,259,391
Lease liabilities	(i)		385,352			421,887
Fair value through profit or loss
Warrant liabilities	(iii)		444,400			555,500
Total financial liabilities		$	26,824,755		$	27,899,068
Net financial (liability)		$	(11,097,105	)	$	(10,878,022	)
(i)	Cash, short-term investments, trade and other receivables, prepayments, trade and other payables and lease liabilities are recorded at carrying value, which approximates fair value due to their short-term nature and generally negligible credit losses.
---	---

(ii)	The fair value of the Company’s long-term debt is based on secondary market indicators, categorized in level 2 of the fair value hierarchy. As of June 30, 2024 and September 30, 2024 the fair value equivalent to an amount of $9,562,041 and $14,556,469 respectively.
(iii)	Fair value of cash equivalent, short-term investment and warrants has been determined using the quoted market price at the period-end (level 1).
---	---

Note 25. Events after the reporting period

Management has considered subsequent events through the date these consolidated financial statements were issued:

On October 16, 2024 the Company used the Share Purchase Agreement with Nomura, increasing the share capital by an amount of $24,603 (equivalent to 30,103 shares), arising the share capital to $385,939.

On November 8, 2024, the Company filed with the SEC a Registration Statement on Form F-3 (the “Form F-3”). Such Form F-3 combines the outstanding Form F-1 previously filed on January 27, 2023 with 15,000,000 Ordinary Shares registered for offer and resale by the Company.

As of November 29, 2024 the Company began the commercialization of its GLA Safflower Oil product, GLASO™, under the framework of an offtake agreement (the “Offtake Agreement”) signed on July 15, 2024 with a leading global consumer packaged goods and pet food company. The Offtake Agreement has a term of three years and outlines commercial conditions for the delivery of 50 tons of GLASO™ to the US market in 2025.

On December 9, 2024, the Board of Directors approved an increase in the Company’s share capital by an amount of $15,329 (equivalent to 1,532,969 shares), bringing the total share capital to $401,268. This increase was authorized to issue the shares under “Shared to be issued” and the related ones to “RSUs” in the statement of changes in equity.

On December 27, 2024 Moolec Science SA held the ordinary and extraordinary general meeting of shareholders which approved the transfer of the jurisdiction of incorporation, by discontinuing from the Grand Duchy of Luxembourg and continuing and re-domiciling as an exempted company incorporated under the laws of the Cayman Islands. As of the date of issuance of these financial statements, the Company is in the process of filing the transfer of jurisdiction.

During the semester ended on December 31, 2024 the Company made all the necessary steps to close the non-operative subsidiary Lightjump Acquisition Corporation. As of the date of these Financial Statements only formal and customary steps are pending to finalize the closing.

MLEC 6-K