UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: __________
Commission file number: 001-41586
Moolec Science SA
(Exact name of Registrant as specified in its charter)
The Cayman Islands
(Jurisdiction of incorporation)
c/o Ogier Global (Cayman) Limited,
89 Nexus Way, Camana Bay,
Grand Cayman KY1-9009
Cayman Islands
(Address of principal executive offices)
Valeria Falottico
Chief Financial Officer
Ocampo Bis 210, Rosario Sud, Santa Fe
2000, Argentina
ir@moolecscience.com
+54 341 486 1100
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Ordinary Shares
Warrants
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report.
10,891,761 Ordinary Shares were issued and outstanding as of June 30, 2025.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.
☐ 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).
Table of Contents
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 Business Combination.
“Continental” means Continental Stock Transfer & Trust Company, transfer agent and warrant agent of Moolec.
“DGCL” means the Delaware General Corporation Law.
“Farmers” means Don Osvaldo SA; Los Chañares Agropecuaria SA; Agropecuaria Don Juan SA; Cintia SA; Daleril S.A.; Agrosudeste S.A; Marcelo Enrique Juan Tombetta; Ana Claudia Formica; Agustin Tombetta; and Francisco José Tombetta.
“FDA” means the U.S. Food and Drug Administration.
“Gentle Tech” means Gentle Technologies Corp. and its subsidiaries.
“GLA” means gamma-linoleic acid.
“GM” means genetically modified.
“GMOs” means genetically modified organisms.
“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board (the “IASB”).
“Insud” means Invim Corporativo S.L.
“Insud Convertible Note” means the convertible note issued by us to Insud pursuant to the note purchase agreement dated October 15, 2023.
“InMet” means Ingeniería Metabólica S.A., where Bioceres Tech Services LLC, our wholly owned subsidiary, holds a 48% equity interest.
“LightJump” means LightJump Acquisition Corporation.
“Nasdaq” means Nasdaq Stock Market LLC.
“Nomura” means Nomura Securities International, Inc.
“Nomura Purchase Agreement” means the share purchase agreement, dated as of April 14, 2023, by and between Moolec and Nomura.
“Nomura Registration Rights Agreement” means the registration rights agreement, between Moolec and Nomura, dated as of April 14, 2023.
“Nordelis” means Nordelis Ventures Corp.
“Nutrecon” means Nutrecon LLC and its subsidiary.
“Ordinary Shares” means the ordinary shares of Moolec, US$0.10 par value per share of Moolec.
“Piggy SooyTM” means a brand registered by us, in the U.S. and Argentina.
“Secured Notes” means the Note Purchase Agreement dated 5 August 2022 (as amended, restated, supplemented and/or otherwise modified from time to time, the “Jasper NPA”) by and among, inter alios, the Bioceres Crop Solutions Corp and Jasper Lake Ventures One LLC, Redwood Enhanced Income Corp. and Liminality Partners LP; and (b) Note Purchase Agreement dated 5 August 2022 (as amended, restated, supplemented and/or otherwise modified from time to time, the “Solel NPA”) by and among, inter alios, Bioceres Crop Solutions Corp. and Solel-Bioceres SPV, L.P.
“Synbio” means Synbio Powerlabs OY
“Theo” means THEO I SCSp.
“UGVL” means Union Group Ventures Limited.
“USD” or “US$” means U.S. dollars.
“ValoraSoy” or “ValoraSoy Food Ingredients” means ValoraSoy S.A., a company incorporated in Argentina.
“ValoraSoy Acquisition” means our acquisition of ValoraSoy on April 24, 2023.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events, industry and financial trends affecting our business. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “might,” “will,” “consider,” “estimate,” “continue,” “anticipate,” “intend,” “target,” “project,” “contemplate,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar terms or expressions. The statements we make regarding the following matters are forward-looking by their nature:
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions, and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report or to conform these statements to actual results or to changes in our expectations.
MARKET AND INDUSTRY DATA
This annual report on Form 20-F industry data, information and statistics regarding the markets in which we compete as well as our analysis of statistics, data and other information provided by third parties relating to markets, market sizes, market shares, market positions and other industry data pertaining to our business and markets (collectively, “Industry Analysis”). Such information is supplemented where necessary with our own internal estimates, taking into account publicly available information about other industry participants and our management judgment where information is not publicly available.
Industry publications, tailormade industry reports, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this annual report on Form 20-F. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.
TRADEMARKS, SERVICE MARKS AND TRADE NAMES
This annual report on Form 20-F contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this annual report, including logos, artwork and other visual displays may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
PART I
INTRODUCTORY NOTE AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Introductory Note
The Bioceres Group Business Combination Agreement.
Before the end of the fiscal year, on June 16, 2025, the Company consummated a Business Combination. Prior to such consummation, a series of previous steps had taken place, as follows:
On May 14, 2025, Moolec Science (Luxembourg) made effective a reverse stock split of its Ordinary Shares (the “Reverse Stock Split”) on the consolidation ratio of ten-to-one (the “Consolidation Ratio”), pursuant to which holders of Ordinary Shares received one Ordinary Share for every ten Ordinary Shares held.
On May 22, 2025, the Company changed its jurisdiction by redomiciling Moolec Science (Luxembourg) from the Grand Duchy of Luxembourg to the Cayman Islands as Moolec Science (Cayman Islands) by way of continuation pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands. On the Effective Date, all of the shares of Moolec Science (Luxembourg), par value US$0.10 per share by operation of law became shares of Moolec Science (Cayman Islands), par value $0.10 per share (the “Ordinary Shares”).
After completion of the Reverse Stock Split, all references to the Ordinary Shares, share data, per share data and related information have been adjusted for the Consolidation Ratio to reflect the Reverse Stock Split. The Reverse Stock Split has consolidated each ten of the Ordinary Shares into one Ordinary Share, with a new par value of US$0.10 per Ordinary Share. Upon completion of the Reverse Stock Split, no fractional Ordinary Shares were issued, and any fractional Ordinary Shares resulting from the Reverse Stock Split were rounded up to the nearest whole Ordinary Share. Except for the adjustments that resulted from the treatment of fractional shares, the Reverse Stock Split did not have any dilutive effect on the shareholders.
On June 16, 2025, following the consummation of the Business Combination, the Company initiated integration processes across organizational, operational, and IT functions to support competitiveness and long-term sustainability. In parallel, management continued to advance the ongoing operations, which remain crucial to maintaining business continuity and supporting the successful execution of the integration and growth strategy. The consolidated results as of and for the year ended June 30, 2025 (“FY2025”) reflect purchase accounting. The prior period as of and for the year ended June 30, 2024 (“FY2024”) and for the year ended June 30, 2023 reflects the Predecessor on a stand-alone basis and does not include any effects of the Business Combination. As a result, variances between FY2025 and FY2024 primarily reflect changes in scope and basis of presentation rather than purely period-over-period operating trends, and therefore the periods are not directly comparable. Effective as of the Closing (i.e., June 16, 2025), the Company accounted for the Business Combination under IFRS 3, Business Combinations, using the acquisition method of accounting and treating the transaction as a reverse acquisition. Under this approach, Bioceres Group (the legal absorbed entity) was considered the accounting acquirer, and Moolec Science SA (the legal acquirer) was considered the accounting acquiree, together with Gentle Tech and Nutrecon.
Going Concern
The Business Combination, initially announced on April 17, 2025, in which the Company, Bioceres Group (formerly, Bioceres Group PLC, one of the main shareholders of the Company), Gentle Tech and Nutrecon entered into the Bioceres Group Business Combination Agreement, pursuant to which several parties transferred their respective holdings in Bioceres Group, Nutrecon and Gentle Tech (together, the “Contributed Entities”) to the Company, in exchange of a combination of newly issued Company’s shares, and warrants, to the shareholders of the Contributed Entities. Following the closing, Moolec became the legal parent company of the combined group comprising Bioceres Group, Gentle Tech, and Nutrecon. The Business Combination was ratified by Moolec shareholders at the Extraordinary General Meeting (“EGM”) held on June 16, 2025, with 77% of the outstanding shares present at the meeting, and 98% of the votes cast were in favor of the transaction. From an accounting perspective and based on the guidance of IFRS 3, Bioceres Group Limited is deemed to be the accounting acquirer. The transaction was subsequently consummated on the same date, June 16, 2025.
On June 18, 2025, Bioceres Crop Solutions Corp. (BIOX), a public company controlled until that date by Bioceres Group Limited, entered into an amendment with the Secured Notes’ holders by which the holders of the Secured Notes waived the breach of covenants that led to the default of the debt (specifically, the breach of covenants related to the Consolidated Total Net Leverage Ratio (determined as the ratio of (a) Consolidated Total Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA of the Issuer and its Subsidiaries for such Test Period) of 3.75x as of March 31, 2025), retrospectively modifying the required Consolidated Total Net Leverage Ratio to 5x Consolidated Total Net Leverage Ratio, and extended the maturity of the Secured Notes to August 31, 2027. In accordance with the terms of the amendments, effective June 24, 2025, Gloria Montaron Estrada, Enrique Lopez Lecube, and Keith McGovern were replaced in Bioceres Crop Solutions Corp.’s Board of Directors by Milen Marinov, Noah Kolatch and Scott Crocco, who were nominated by certain holders of the Secured Notes. Bioceres Crop Solutions Corp. agreed, for so long as the Secured Notes remain outstanding, to continue to nominate Messrs. Marinov, Kolatch and Crocco (or such other persons as may be nominated as their replacements) for additional terms as directors.
The effect of the changes in the terms of the Secured Notes of Bioceres Crop Solutions, resulted in the loss of de facto control of that subsidiary and consequently, its deconsolidation. The equity method was applied to account for the investment in such former subsidiary, as well as for other investments in joint ventures and associates (the “BIOX deconsolidation”). Even when there was a deconsolidation of the business, the Company will continue to be affected by BIOX business due to the HB4 royalty agreement. It is important to note that the effects of the loss of control in BIOX represents substantially all of the Company’s business.
As a result of the loss of control over BIOX, access to financing that Bioceres S.A., its wholly owned subsidiary Bioceres LLC, Bioceres Group Limited and Moolec Science SA had until then, was restricted or limited.
In June 2025, Bioceres S.A., one of the Argentine subsidiaries of Bioceres Group Limited, defaulted on a portion of its financial debt that was due that month. As a result, Bioceres S.A. had initiated a debt restructuring process for its financial debt for an aggregate amount of US$36.4 million.
In July 2025, Bioceres LLC, a wholly owned subsidiary of Bioceres S.A., received a notice of default on its financial debt in the amount of US$69.5 million. The creditor conducted a public auction for 3,062,500 pledged BIOX shares, pursuant to the New York Uniform Commercial Code. Management has responded to the creditor, reserving all rights, remedies, and defenses. As of June 30, 2025, the current debt amounts to US$58.0 million.
The defaults by Bioceres S.A. and Bioceres LLC do not have implications in other debts as there are no cross-default clauses on the remaining financial debt of the Group. There are no guarantees granted above Bioceres S.A. and Bioceres LLC.
As of June 30, 2025, the Group had a negative working capital amounting to US$204,860,444, and a shareholders’ deficit of US$82,873,602. Additionally, the Group reported recurring operating losses amounting to US$104,150,129.
The Company had the financial support of its main shareholders and considering the aforementioned events that derived in the loss of the financial support that was previously provided by Bioceres Group (and who is also no longer a shareholder of the Company), and, consequently, raise a material uncertainty which may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about the ability of Moolec Science SA to continue as a going concern, currently, the Group lacks sufficient financial resources to meet its obligations or fully implement its business plan. Without securing additional capital, the Group will not be able to sustain its operations.
The uncertainty surrounding the ability to secure additional funding and the potential for continued operational losses contribute to substantial doubt about the Group’s ability to continue as a going concern.
Management has plans to address the Group’s financial situation as follows:
Theo I SCSp
On November 28, 2025, subsequent to the reporting date, Theo I SCSp received a conditional payment order from district court of Luxembourg, and therefore the General Partners engaged Ogier (Luxembourg) SCS represented by its general partner Ogier Luxembourg (GP) S.à.r.l formally as their legal advisor to assist with Theo I SCSp’s declaration of bankruptcy before the Luxembourg District Court. The declaration of bankruptcy will declare Theo I SCSp bankrupt and appoint a receiver who will take control over the management of the company.
The loss of control constitutes the derecognition event under IFRS 10.25. Accordingly, the Group will derecognize the assets and liabilities of Theo I SCSp and will remeasure its retained interest at fair value in accordance with IFRS 9 at the date of the derecognition event. This will result in the recognition of an estimated gain of US$9.5 million in the consolidated statement of profit or loss as of the derecognition date.
The Group will continue to measure its retained interest in Theo at fair value through profit or loss until the liquidation process is formally completed.
Bioceres S.A. and Bioceres LLC
On December 16, 2025, subsequent to the reporting date, the Board of Directors of Bioceres S.A. formally approved the initiation of voluntary bankruptcy proceedings and instructed management to seek and appoint a trustee (“síndico”) to oversee the process. The commencement of the voluntary bankruptcy proceedings and the transfer of decision-making authority to the trustee will result in the Group losing control over Bioceres S.A. in accordance with the principles of IFRS 10 Consolidated Financial Statements. As Bioceres LLC is a wholly owned subsidiary of Bioceres S.A., the Group simultaneously will lose control over Bioceres LLC as well.
Under IFRS 10.25, the date on which control is lost constitutes the derecognition event. Accordingly, after December 16, 2025, the Group will derecognize the assets and liabilities of Bioceres S.A. and Bioceres LLC and will remeasure any retained interest at fair value in accordance with IFRS 9 Financial Instruments.
The resulting derecognition effects are expected to generate an approximate gain of US$91.0 million related to the loss of control of Bioceres S.A. and an additional approximate gain of US$5.3 million related to the loss of control of Bioceres LLC (including the loss of holding in BIOX, therefore it will no longer be an equity method associate). These amounts will be recognized in the consolidated statement of profit or loss as of the derecognition date.
The Group will continue to monitor the progress of the voluntary bankruptcy and liquidation proceedings and will update the accounting treatment as necessary in accordance with IFRS.
Management expects that certain shareholders and/or investors will continue or commence to provide new financing lines.
However, there is no assurance that investors and shareholders will continue to provide financing, or that the Group’s future operations will generate profitability. The uncertainty surrounding the ability to secure additional funding and the potential for continued operational losses contribute to raise a material uncertainty which may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about the Group’s ability to continue as a going concern.
The consolidated financial statements of Moolec Science SA do not include any adjustments that may be required to address the potential impacts on the recoverability and classification of assets or the amounts and classifications liabilities, should the Group be unable to continue as a going concern.
Accordingly, the financial statements of Moolec Science SA for periods prior to the Closing reflect the historical financial information of Bioceres Group. The financial information as of and for the year ended June 30, 2025 reflects the figures corresponding to Bioceres Group and incorporates the effects of applying the acquisition method to Moolec Science SA, Gentle Tech and Nutrecon, measured at fair value in accordance with IFRS 3.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Moolec Science SA, which we refer to in this annual report as “Moolec” was initially incorporated on May 23, 2022, as a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg. On May 22, 2025 (the “Effective Date”), the Company effected the Redomiciliation. See “Introductory Note—The Bioceres Group Business Combination Agreement.”
We present in this annual report the audited consolidated financial statements of Moolec as of June 30, 2025 and 2024 and for the years ended June 30, 2025, 2024 and 2023, which were prepared in accordance with IFRS, as issued by the IASB.
Effective as of the Closing (i.e., June 16, 2025), we accounted for the Business Combination under IFRS 3, Business Combinations, using the acquisition method of accounting and treating the transaction as a reverse acquisition. Under this approach, Bioceres Group (the legal subsidiary) was considered the accounting acquirer, and Moolec Science SA (the legal acquirer) was considered the accounting acquiree, together with Gentle Tech and Nutrecon.
All references herein to “our financial statements,” “our audited consolidated financial information,” and “our audited consolidated financial statements” refer to the audited consolidated financial statements of Moolec included elsewhere in this annual report.
This financial information should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and our audited consolidated financial statements, including the notes thereto, included elsewhere in this annual report.
Our fiscal year ends on June 30th. References in this annual report to a fiscal year relate to our fiscal year ended June 30, 2025.
INDUSTRY AND MARKET DATA
This report includes industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties, as well as estimates by our management based on such data. All of this information involves a variety of assumptions, limitations, and methodologies and is inherently subject to uncertainties, and you are cautioned not to give undue weight to such industry and market data.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A. Directors and Senior Management
Not applicable.
B. Advisors
C. Auditors
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
A. Offer Statistics
B. Method and Expected Timetable
ITEM 3. KEY INFORMATION
A. [RESERVED]
B. Capitalization and Indebtedness
C. Reasons for the Offer and Use of Proceeds
D. Risk Factors
The following risk factors apply to our business and operations. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, projections, cash flows, financial condition and results of operations. You should carefully consider the following risk factors in addition to the other information included in this report, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements included herein.
Summary Risk Factors
You should carefully consider all of the information in this annual report before making an investment in our ordinary shares. Below is a summary of the principal risks and uncertainties that we face, organized under relevant headings. These risks are discussed in greater detail below.
Risks Relating to Our Business and Operations
We are subject to the following risks in respect of our business and our strategy:
Risks Relating to Our Industries
We are subject to the following risks in respect of our industries:
Risks Related to Our Intellectual Property
We are subject to the following risks in respect of our intellectual property rights:
Risks Relating to Laws and Regulation
We are subject to the following risks in respect of the relevant laws and regulation:
Risks Relating to the Company
We are subject to the following risks in respect of our operating as a public company:
Additional Risks Relating to Our Securities
Our shareholders are subject to the following risks:
Risks Relating to Investment in a Cayman Islands Company and Our Status as a Foreign Private Issuer
Risks Relating to U.S. Tax
Risks Related to Our Business and Operations
We may face difficulties implementing our inorganic growth strategy, including in respect of integrating the operations of the business we have acquired or expect to acquire in the future.
From time to time, we may acquire businesses, assets, or securities of companies that we believe will provide a strategic fit with our business, such as the Business Combination with Bioceres Group, Nutrecon LLC, Nordelis, Union Group Ventures Limited, and Gentle Technologies Corp, which closed on June 16, 2025. We integrate acquired businesses with our existing operations, our overall internal control over financial reporting processes, and our financial, operations, and information systems. If the financial performance of our business, as supplemented by the assets and businesses acquired, does not meet our expectations, our results of operations may fail to meet market expectations, and we may face difficulties servicing our debt obligations. We may not be able to effectively assimilate the business or product offerings of acquired companies into our business or within the anticipated costs or timeframes, retain key customers and suppliers or key employees of acquired businesses, or successfully implement our business plan for the combined business. In addition, our final determinations and appraisals of the estimated fair value of assets acquired and liabilities assumed in our acquisitions may vary materially from earlier estimates and we may fail to realize fully anticipated cost savings, growth opportunities or other potential synergies. We cannot assure that the fair value of acquired businesses or investments will meet prior expectations or will not decrease.
Integration with Bioceres Group, Nutrecon LLC, Nordelis, Union Group Ventures Limited, and Gentle Technologies Corp, may not be successful in achieving their intended benefits, cost savings and synergies and may disrupt current operations.
The integration process of any newly acquired company may be complex, costly and time-consuming. The potential difficulties of integrating the operations of an acquired business and realizing our expectations for an acquisition, include, among other things:
Our failure to successfully implement the restructuring process initiated following the Business Combination or to complete the integration of any acquired business and any adverse consequences associated with future acquisition activities, could have an adverse effect on our business, financial condition and operating results.
Completed acquisitions may result in additional goodwill and/or an increase in other intangible assets on our balance sheet. We are required annually, or as facts and circumstances exist, to assess goodwill and other intangible assets to determine if impairment has occurred. If the testing performed indicates that impairment has occurred, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill or other intangible assets and the implied fair value of the goodwill or the fair value of other intangible assets in the period the determination is made. We cannot accurately predict the amount and timing of any potential future impairment of assets. Should the value of goodwill or other intangible assets become impaired, there could be a material adverse effect on our financial condition and results of operations.
Our financial statements for the year ended June 30, 2025 state that there is substantial doubt about our ability to continue as a “going concern”.
As of June 30, 2025, we had a working capital deficit of US$204.9 million. Our financial statements for the year ended June 30, 2025 state that there is substantial doubt about our ability to continue as a going concern. While management plans to continue to focus on improving operational efficiency and cost reductions to improve our working capital, there can be no assurances that such plans will be successful. If we are unable to continue as a going concern, we may be required to liquidate our assets and could receive less than their carrying value as reflected in our financial statements. As a result, investors may lose all or part of their investment.
We are an early-stage and high-risk company with a history of losses and we may not achieve or maintain profitability.
Our net losses for the year ended June 30, 2025, were US$154.6 million. As of June 30, 2025, we had an accumulated deficit of US$57.3 million. We will need to generate significant revenues to achieve profitability, and we may not be able to achieve and maintain profitability in the near future or at all. Our future success will depend, in part, on our ability to grow revenue associated with further R&D, production partnerships and direct sales to distributors and food producers. In addition, our growth prospects rely on the successful commercialization and monetization of the HB4 royalties and the fermentation production platform in Synbio, the latter acquired through the Business Combination. The net losses we incur may fluctuate significantly from year to year, such that a period-to-period comparison of the results of our operations may not be a good indication of our future performance. We cannot ensure that we will generate increased revenues, successfully commercialize products or generate revenue from licensing needed to attain a level of profitable operations, and therefore our business has an inherently high risk of failure. Based on our history of losses, we do not expect that we will be able to fund our longer-term capital and liquidity needs through our cash balances and operating cash flow alone. Our current source of capital comes mainly from the issuance of convertible notes to our affiliates and investors. To fund our longer-term capital and liquidity needs, we expect we will need to secure additional capital. Our business plan and financing needs are subject to change depending on, among other things, the success of our efforts to increase revenue and our efforts to continue to effectively manage expenses.
We have a limited operating history, which makes it difficult to evaluate our current business and prospects and may increase the risk of investment.
We are an early-stage food-technology company with a limited operating history that to date has been focused primarily on R&D, conducting scientific research to develop our products, field trials, pursuing initial commercialization efforts and building our management team in both molecular farming and fermentation technologies. Investment in food technology development is a highly speculative endeavor. It entails substantial upfront R&D investment and there is significant risk that we will not be able to insert the genes in a particular plant to express a desired trait, or, once modified, we will not be able to replicate that trait across entire crops in order to commercialize the product candidate. Our operations involve investments in fermentation processes that function as biological “factories” to produce target proteins, enzymes, and other biomolecules. However, there is a significant risk that we may not be able to identify, select, or develop the appropriate microbial or cellular systems required to obtain the desired products at a commercially viable yield, quality, or cost. The complexity of these biological processes may result in delays, increased development expenses, or the inability to achieve scalable production. Moreover, the regulatory pathway for our product candidates can be uncertain and could add significant additional cost and time to development and may ultimately be unsuccessful.
Our limited operating history may make it difficult to evaluate our current business and our prospects. We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly developing and changing industries, including challenges in forecasting accuracy, determining appropriate investments of our limited resources, gaining market acceptance of the products made using our molecular farming technology, managing a complex regulatory landscape and developing new product candidates.
In respect to scientific research to develop our products, we may also face challenges in scaling our supply chain in a cost-effective manner, as we will likely rely on contracting with third parties to bring our products to market. In addition, there is limited crushing and processing capacity for our soybean-based and pea-based products which could restrict our ability to scale production of these products. We may be required to adjust our current operating model in order to efficiently scale our operations. We may not be able to fully implement or execute our business strategy or realize, in whole or in part within our expected time frames, the anticipated benefits of our growth strategies.
Potential adverse outcome from dispute with INVIM Corporativo S.L. could have a material adverse effect on our business, results of operations and reputation.
On October 2, 2025, we received a notice of alleged breach from INVIM Corporativo S.L. asserting that we failed to pay an assignment price of $13 million under an Assignment and Assumption Agreement dated May 27, 2025. We have rejected INVIM’s assertion and intend to vigorously defend our position that no amount is due and payable under the Agreement. Nevertheless, disputes and legal proceedings are inherently uncertain, and if INVIM were to initiate proceedings and ultimately prevail, we could be required to pay some or all of the claimed amount, as well as interest, fees, and costs, and we could be subject to other remedies. Any such adverse outcome, or the costs and distractions of defending against these claims, could have a material adverse effect on our business, financial condition and results of operation. In addition, the dispute could divert management attention, increase legal and advisory expenses, and create reputational risk. See Item 8 – Financial Information – “Notice of Alleged breach”.
Price increases and shortages of raw materials could adversely affect our results of operations.
Our results of operations may be affected by the availability and pricing of raw materials, principally materials needed in our crushing and ingredients development facility, such as soybean. Factors such as changes in the global or regional levels of supply and demand, weather conditions, seasonal fluctuations, shortages or interruptions, changes in global climates and government regulations could substantially impact the price of raw materials. These and other factors could also cause plant shutdowns, reductions in capacity, delays and increased costs with associated manufacturers. To the extent we are unable to pass on increases in raw materials and energy prices to our customers, a substantial increase in raw material prices or a continued interruption in supply could have a material adverse effect on our business, financial condition and results of operations.
Our failure to accurately forecast and manage inventory could result in unexpected shortfalls or surpluses of products, which could harm our business.
We are required to produce inventories of certain of our products (mainly seeds) and we monitor our inventory levels based on our own projections of future demand. Because of the significant time it takes to produce commercial quantities of seeds, production decisions must be made well in advance of sales. An inaccurate forecast of demand for any seed variety can result in the unavailability of seeds in high demand. Such unavailability may depress sales volumes and adversely affect customer relationships. Conversely, an inaccurate forecast could also result in an over-supply of seeds which may increase costs, adversely affect cash flow, reduce the quality of inventory and ultimately result in inventory write-offs, which could have a material adverse effect on our business, results of operations and financial condition.
Our future revenue depends on the success of our technologies portfolio and product developments, including our extrusion, fermentation, molecular farming and other technologies. We have limited data on the performance of such technologies to date, and our product development depends on assumptions that are are inherently uncertain.
Our technology portfolio includes GLASO, which is fully approved for cultivation and commercialization in the United States, HB4 technology, which is fully approved for cultivation and commercialization in the United States for soybeans and wheat, among other jurisdictions; Eternal precision fermentation technology; and SPC technology, which has approvals for cultivation and commercialization in other jurisdictions, mainly in Argentina. We have successfully achieved approval for cultivation in US territory for our Piggy Sooy™ and PEEA1 crops through Regulatory Status Review clearance from USDA-APHIS. While these technologies provide a diversified platform, certain of them remain in the early stages of development and commercialization, and there can be no assurance that they will achieve the expected market adoption or financial performance.
To date, we have limited data on the ability of our technologies, which consist of developing a nuclear stable transformation of a crop to express a nutritional oil or an animal protein, within the protein bodies of the seed in order to produce a product consisting not only of the target oil/protein but the plant oil/protein as well, towards which we have devoted substantial resources to date as well as to the development of fungi-based alternative proteins.
We may not be successful in developing our technologies and products in a manner sufficient to support our expected scale-ups and future growth, or at all. We expect that a substantial portion of our efforts and expenditures over the next few years will be devoted to the development of technologies and products designed to enable us to market industrial-scale manufacturing processes. We cannot guarantee that we will be successful in developing these technologies and products on the timeline we expect, or at all, and we may not be able to achieve our anticipated growth, revenues or profitability needed to continue our operations. If we are able to successfully develop our technologies and products, we cannot ensure that we will obtain regulatory approval or that, following approval, upon commercialization our technologies and products will achieve market acceptance. Any such delay or failure would materially and adversely affect our financial condition, results of operations and prospects. See “Item 4. Information on the Company—B. Business—Overview—Development Timeline and Process.”
We have a significant amount of indebtedness and may face difficulty servicing all of them, including the convertible notes issued to Insud, Farmers, and BIOX.
As of June 30, 2025, we had US$248.0 million of indebtedness, of which 92% is current. Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness depends on our future performance, which is subject to many factors, including, economic, financial, competitive and other, beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.
We may elect to make in-kind interest payments under the notes issued to Insud through its affiliate INVIM Corporativo S.L., and issued to Farmers, and to BIOX, which will be capitalized. However, if we elect not to convert the Convertible Notes into ordinary shares at maturity, we will be required to pay the principal thereof in cash. Our ability to refinance the convertible notes will depend on the financial markets and our financial condition at such time. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources”and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Convertible Note issued to Bioceres Crop Solutions Corp.”
Conversion of the convertible notes, preference shares and warrants that we have issued, and issuance of shares pursuant to our share option plan would increase the number of ordinary shares and result in a significant dilution to shareholders.
On October 15, 2023, we issued to Insud through its affiliate INVIM Corporativo S.L. an aggregate principal amount of US$10 million convertible notes (due 2026), pursuant to a note purchase agreement among us and Insud, which, in accordance with our ongoing restructuring process, is currently under review. In addition, on December 4, 2023, we issued to Farmers a convertible note (due 2026) in an aggregate principal amount of US$940,000, while on September 17, 2024, we issued to BIOX a convertible note (due 2027) in an aggregate principal amount of approximately US$6.6 million which, in accordance with our ongoing restructuring process, is currently under review.
On December 9, 2024, Bioceres Group issued to Agriculture Investment Group Corp preference shares that are convertible into Ordinary Shares of the Company in an aggregate principal amount of US$15 million. Such preference shares accrue a PIK amount of 9% per annum (the “PIK Amount”), which the holder (along with the base number of preference shares) has a right to convert into Ordinary Shares within two years of the Business Combination Closing.
On the Business Combination Closing Date, we issued to Nordelis 500,000 warrants to acquire Ordinary Shares of the Company, exercisable within three years of such date.
The convertible notes we have issued to Insud, BIOX, Farmers, alongside the preference shares issued to Agriculture Investment Group Corp, and the warrants issued to Nordelis may be converted into our ordinary shares. The issuance of a substantial number of additional ordinary shares upon conversion of the notes, warrants and preference shares that we have issued and expect to issue will result in a significant dilution to the then existing holders of our ordinary shares and will increase the number of ordinary shares in the public market. Sales of substantial numbers of such ordinary shares in the public market could adversely affect the market price of our ordinary shares.
Further, the issuance of Ordinary Shares pursuant to the Incentive Plan, approved by our Board of Directors on September 20, 2024, may further contribute to the dilution of the ownership held by our current shareholders, as the vested shares under the Incentive Plan can be substantially sold in the public market, and lead to an adverse effect on the market price of our Ordinary Shares.
Defaults by BSA and Bioceres LLC could materially adversely affect our financial conditions
In June 2025, Bioceres S.A., one of our Argentine subsidiaries, defaulted on a portion of its financial debt that was due that month. As a result, Bioceres S.A. has initiated a debt restructuring process for its financial debt, which amounts to US$36.4 million. In July 2025, Bioceres LLC, a wholly owned subsidiary of Bioceres S.A., received a notice of default on its financial debt in the amount of US$69.5 million. The creditor of Bioceres LLC conducted a public auction of 3,062,500 pledged BIOX shares pursuant to the New York Uniform Commercial Code and a sale on the open market of the 437,500-remaining pledged BIOX shares. As of the date of this report, the current debt amounts to US$58.0 million.
There are no cross-default clauses on the remaining financial debt of the Group. However, defaults by Bioceres S.A. and Bioceres LLC may materially and adversely affect the Group’s financial condition, ability to obtain credit, reputation or results of operations.
After June 30, 2025, the Company initiated voluntary bankruptcy proceedings in relation to Theo I SCSp, Bioceres S.A. and Bioceres LLC as follows:
The loss of control constitutes the derecognition event under IFRS 10.25. This will result in the recognition of an estimated gain of US$9.5 million in the consolidated statement of profit or loss as of the derecognition date.
On December 16, 2025, subsequent to the reporting date, the Board of Directors of Bioceres S.A. formally approved the initiation of voluntary bankruptcy proceedings and instructed management to seek and appoint a trustee (“síndico”) to oversee the process. The commencement of the voluntary bankruptcy proceedings and the transfer of decision-making authority to the trustee will result in the Group losing control over Bioceres S.A. in accordance with the principles of IFRS 10. As Bioceres LLC is a wholly owned subsidiary of Bioceres S.A., the Group simultaneously will lose control over Bioceres LLC as well.
The loss of control constitutes the derecognition event under IFRS 10.25. This will result in the recognition of an estimated gain of US$91.0 million and US$5.3 million in the consolidated statement of profit or loss as of the derecognition date, related to the loss of control of Bioceres S.A. and Bioceres LLC (including the loss of holding in BIOX, therefore it will no longer be an equity method associate)., respectively.
We will likely require additional financing to achieve our goals, and failure to obtain necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our product manufacturing, development and other operations.
We believe that we will continue to expend substantial resources for the foreseeable future as we expand into additional markets we may choose to pursue. These expenditures are expected to include costs associated with R&D, the acquisition or expansion of manufacturing and supply capabilities, as well as the marketing and selling of new products. In addition, other unanticipated costs may arise.
Our operations may change because of factors that are currently unknown to us, and we may need to seek additional funds sooner than planned, including through public equity or debt financings or other sources, such as the issuance of convertible notes or strategic collaborations. Such financing may result in dilution to our existing shareholders, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.
Our future capital requirements depend on many factors, including:
Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. If adequate funds are not available on a timely basis, we may be required to:
We may face difficulties implementing our inorganic growth strategy, including identifying suitable targets and integrating acquired operations.
From time to time, we may acquire businesses, assets, or securities of companies that we believe will provide a strategic fit with our business, such as the ValoraSoy Acquisition. We integrate acquired businesses with our existing operations; our overall internal control over financial reporting processes; and our financial, operations, and information systems. If the financial performance of our business, as supplemented by the assets and businesses acquired, does not meet our expectations, our results of operations may fail to meet market expectations. We may not effectively assimilate the business or product offerings of acquired companies into our business or within the anticipated costs or timeframes. In addition, we may be unable to retain key customers and suppliers or key employees of acquired businesses or successfully implement our business plan for the combined business. Further, our final determinations and appraisals of the estimated fair value of assets acquired and liabilities assumed in our acquisitions may vary materially from earlier estimates and we may fail to realize fully anticipated cost savings, growth opportunities or other potential synergies. We cannot assure that the fair value of acquired businesses or investments will meet prior expectations or will not decrease.
We may acquire businesses, patents or products, or form strategic alliances, in the future, and we may not realize the benefits of such acquisitions or alliances.
We plan to selectively partner, in-license or acquire key enabling technologies, patents and businesses across our value chain that we believe will keep us on the cutting edge of our industry. We currently have GLA exclusive licensing agreement with Arcadia Biosciences, Inc. for the commercialization of GLA worldwide. However, we may not be able to identify additional suitable targets or make acquisitions under satisfactory conditions, in particular on satisfactory price conditions. In addition, we may be unable to obtain the financing for these acquisitions in the context of existing operations.
If we acquire businesses within promising markets or which hold promising technologies, we may not be able to realize the benefit of acquiring such businesses if we are unable to successfully integrate them with our existing operations and company culture. The integration process of any newly acquired company may be complex, costly and time-consuming, and our failure to successfully complete this process could have an adverse effect on our business, financial condition and operating results. The potential difficulties of integrating the operations of an acquired business and realizing our expectations for an acquisition, including the benefits that may be realized, include, among other things:
We may also encounter numerous difficulties in developing, manufacturing and marketing any new products resulting from a strategic alliance or acquisition that delay or prevent us from realizing their expected benefits or enhancing our business. We cannot assure that, following any such acquisition, we will achieve the expected synergies to justify the transaction, which could have a material adverse effect on our business, financial conditions, earnings and prospects.
If we fail to effectively utilize or expand our manufacturing and production capacity or the commercialization or license of our intellectual property, our business, results of operations and brand reputation could be harmed.
If we do not have sufficient capacity to meet our customers’ demands and to satisfy increased demand, we will need to expand our operations, supply, and manufacturing capabilities. However, there is risk in our ability to effectively scale production processes and effectively manage our supply chain requirements. As we continue to scale our production, we must accurately forecast demand for our products in order to ensure we have adequate available manufacturing capacity. We currently do not know what impact any current supply chain disruptions, including but not limited to labor shortages, consumer demand, challenges related to the war in Ukraine, challenges related to the conflict in Israel and Palestine, or export restrictions will have on our business. Our forecasts are based on multiple assumptions which may cause our estimates to be inaccurate and affect our ability to obtain adequate manufacturing capacity (whether our own manufacturing capacity or co-manufacturing capacity) in order to meet the demand for our products, which could prevent us from meeting increased customer demand and harm our brand and our business and in some cases may result in penalties we must pay customers or distributors if we are unable to fulfill orders placed by them in a timely manner or at all.
However, if we overestimate our demand and overbuild our capacity, we may have significantly underutilized assets and may experience reduced margins. If we do not accurately align our manufacturing capabilities with demand, if we experience disruptions or delays in our supply chain, or if we cannot obtain raw materials of sufficient quantity and quality at reasonable prices and in a timely manner, our business, financial condition and results of operations may be materially adversely affected.
We may face difficulties in collecting payments or royalties, which could have an adverse impact on our business.
Our customers, distributors and other counterparties may delay or fail to make payments owed to us under sales or service agreements, royalty agreements or licensing agreements. Counterparty non-payment or late payment may result from a variety of factors, including liquidity constraints among market participants, volatile commodity prices, crop failures or adverse weather events. Disputes regarding contract interpretation, performance, quality, or measurement can also delay or reduce our collections.
Any sustained inability to collect payments or royalties when due could materially adversely affect our liquidity and financial condition. We may also be required to modify contract terms or extend additional credit, and there can be no assurance that these measures will be successful or that we will recover amounts owed in full.
Our HB4 technology business depends on the success of the exclusive license granted to BIOX
BIOX may delay or fail to make payments owed to us under the HB4 exclusive license agreement. Counterparty non-payment or late payment may result from a variety of factors, including liquidity constraints among market participants, volatile commodity prices, crop failures or adverse weather events. Disputes regarding contract interpretation, performance, quality, or measurement can also delay or reduce our collections. Any sustained inability to collect payments or royalties when due could materially adversely affect our liquidity and financial condition. We may also be required to modify contract terms and or termination, and there can be no assurance that these measures will be successful or that we will recover amounts owed in full.
We operate in a privately owned facility conducting research with third-parties under lease and service agreements with private companies and research universities.
We conduct our research by means of lease and service agreements and contracts with universities and private companies. We cannot guarantee that these arrangements will be successful and yield the expected results, and that the engaged third parties will not make errors in their research activities or breach their obligations to us, which could result in substantial losses to us.
Our current operations depend in part on third-party agreements for supplies required to develop and scale our production and increase our stock of seed, feedstock, biomass and other raw materials.
Currently, our operations require an increase in the stock of our seeds and product development for our safflower platform, as well as R&D of soy and pea platforms since we have not yet reached the production stage. The seeds that we are developing in R&D stages are the primary raw materials necessary for the development of our portfolio.
In addition, our current operations require the use of chemical solvents, equipment, filters, and other research materials in order to increase our stock of viable seeds. The suppliers of these products manufacture their products at a limited number of facilities. A natural disaster, fire, power interruption, work stoppage or other calamity affecting any of these facilities, or any interruption in their operations, could adversely affect our ability to obtain required quantities of plant proteins in a timely manner, or at all, which could materially reduce our net product sales and have a material adverse effect on our business and financial condition.
Further, pursuant to the BIOX Soy Supply Agreement with Bioceres, we will pay a premium in respect of HB4® soy. We may not be able to translate this cost relating to higher raw materials into end products, which would adversely affect on our gross margins. Bioceres may be affected by negative weather factors that may impact their capacity to deliver soy to us. If Bioceres is unable to deliver soy to us pursuant to the BIOX Soy Supply Agreement, that could adversely affect on our cash position. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Convertible Note issued to Bioceres Crop Solutions Corp.”
Reliance on third parties to grow our seeds could adversely affect our business.
We rely on third-party parties to grow our seeds. If such third parties fail to meet our standards or contractual obligations, or if we are unable to continue to work with qualified partners on commercially acceptable terms, our business and results of operations could be materially adversely affected. In addition, potential disputes with or insolvencies or financial distress of our partners could disrupt our supply chain. If we are unable to successfully manage business risks arising from our reliance on third party growers or replace them in a timely manner and on terms satisfactory to us, our results of operations could be materially adversely affected.
We are developing a customer base for our fermentation and molecular farming-derived products, and our failure to expand that base could adversely affect our sales and profitability.
If customers do not perceive our product offerings to be of sufficient value, quality or innovation, or if we fail to offer innovative and relevant product offerings, and if we fail to develop a suitable pricing strategy, we may not be able to attract customers to purchase our products. We are focused on engineering plants to produce foreign molecules, such as oils or certain animal proteins. This is a technology that has not been widely introduced to the markets that we target and will require sufficient education to show the difference between our technology and other science-based food ingredients. In addition, our products could face difficulties in some jurisdictions due to regulatory requirements. If producers face challenges in adopting our products, if we are unable to adequately educate our customers and develop commercial relationships while emphasizing the difference in our technology, our sales and profitability may be adversely affected.
We face significant competition and many competitors have substantially greater financial, technical, and other resources than we do.
We face substantial competition in the development and commercialization of science-based food ingredients, including those derived from molecular farming, precision fermentation, and texturized plant-based protein technologies. Many of our competitors have significantly greater financial, technical, regulatory, and commercial resources than we do.
Our competitors include other molecular farming-focused companies (such as AlpineBio, Finally Foods, IngredientWerks Inc., Kyomei, Miruku Limited, Mooza Foods, NewMoo, PoLoPo Inc.), as well as companies active in the broader alternative protein and synthetic biology sectors (such as Impossible Foods Inc, Paleo and Ginko Bioworks, among others). Additionally, we compete with established ingredient suppliers such as Givaudan Group, International Flavors & Fragrances, DSM - Firmenich and Novonesis (Chr. Hansen).
These companies often have larger R&D teams, more advanced manufacturing capabilities, and extensive commercial and supply chain networks. As a result, we may not be able to match their development pace, scale of production, or pricing flexibility. Furthermore, ongoing technological advancements in areas such as genetic engineering and precision fermentation could render our products less competitive or obsolete.
Our ability to compete effectively depends, in part, on our success in controlling production costs, accelerating product development, improving supply chain efficiency, and driving customer adoption across our product portfolio – including our Valora line of soy and legume-based texturized proteins. Failure to achieve these objectives, or the emergence of superior technologies or business models by competitors, could adversely affect our business, operating results, and prospects.
To compete effectively, we must introduce and improve existing and new products that achieve market acceptance and enhance the output of our technology.
To compete effectively and generate revenue, we must successfully advance and commercialize products from our molecular farming, precision fermentation, and plant-based ingredient platforms. This requires us to improve existing products, introduce new ones from our development pipeline, and demonstrate the technical and economic feasibility of our technologies. Failure to anticipate or respond to technological advances, regulatory changes, consumer requirements, or shifts in consumer preferences could adversely affect our ability to generate revenue.
The development of ingredients and proteins using molecular farming and precision fermentation is inherently complex, costly, and time-consuming, often requiring multiple years of laboratory, greenhouse, and field trials. Significant investments and commitments - including R&D resources and potential licensing or milestone payments – are often required before knowing whether the product will achieve technical success, regulatory approval, or market acceptance.
Products under development face several risks, including:
Accordingly, if we experience any significant delays in the development or introduction of new products or if our new products do not achieve market acceptance, our business, operating results and financial conditions would be adversely affected. See “Item 4. Information on the Company—B. Business Overview—Development Timeline and Process.”
Collaboration agreements we may seek to enter into with third parties may not be accomplished or successful.
We may seek to enter into collaboration arrangements with third parties for the development or commercialization of our products, such as the Bunge Collaboration Agreement. We will face, to the extent that we decide to enter into collaboration arrangements, significant competition in seeking appropriate partners. Moreover, collaboration arrangements are complex and time-consuming to negotiate, document, implement, and maintain. Further, we cannot guarantee that such collaboration agreements will be renewed on commercially acceptable terms. We may not be successful in our efforts to establish and implement collaboration, or other alternative arrangements should we so choose to enter into such arrangements. The terms of any collaborations or other arrangements that we may establish may not be favorable to us. Any collaboration/marketing/wholesale/research agreements that we may enter into in the future may not be successful, which could adversely affect our ability to develop and commercialize our product candidates.
The successful commercialization of our products significantly depends mainly on our ability to produce high-quality products cost-effectively at scale, accurately forecast the demand for them, and to obtain the necessary regulatory approvals.
The production of commercial-scale quantities of seeds and products requires the multiplication of the plants or seeds through a succession of plantings and seed harvests. The cost-effective production of high-quality, high-volume quantities of any product candidates we successfully develop depends on our ability to scale our production processes to produce plants and seeds in enough quantity to meet demand. We cannot assure that our existing or future seed production techniques will enable us to meet our large-scale production goals cost-effectively. Even if we are successful in developing ways to minimize yield drag and enhance quality, we may not be able to do so cost-effectively or on a timely basis, which could adversely affect our ability to achieve profitability. If we are unable to maintain or enhance the quality of our plants and seeds as we increase our production capacity, including through the expected use of third parties to have access to industrial availability for processing and purification, we may experience reductions in customer or farmer demand, higher costs and increased inventory write-offs.
In addition, because of the length of time it takes to produce commercial quantities of marketable seeds, we will need to make seed production decisions well in advance of product sales. The process that we may use to produce oil and concentrate and isolate proteins is based on technologies currently being used in the industry. We have access to a pilot plant where the wet-concentration process for protein recovery is being validated. Our ability to accurately forecast supply can be adversely affected by several factors outside of our control, including unexpected challenges in the process, changes in market conditions, environmental factors, such as pests and diseases, and adverse weather conditions. A shortfall in the supply of our products may reduce product revenue, damage our reputation in the market, and adversely affect relationships. Any product surplus we have on hand may adversely affect cash flows, reduce the quality of our inventory, and ultimately result in write-offs of inventory. While we estimate that the potential size of our target markets for our products is significant, that estimate has not been independently verified and is based on certain assumptions that may not prove to be accurate. Our ability to accurately forecast demand is dependent on the timing of customer decisions, qualification cycles, and other factors outside of our control. As a result, these estimates could differ materially from actual market sizes, which could result in decreased demand for our products and therefore adversely impact our future business prospects, results of operation and financial condition.
Our products require specific storage measures and have a limited shelf life, which may not align with operational or market expectations.
Our products are subject to specific measures with regard to their maintenance in storage, particularly GLASO. The final product is stored in sealed plastic bags to prevent changes in moisture that can lead to the acceleration of oxidation, formation of lumps, and alterations of the characteristics of the product. Sealed bags also prevent the powder from any contact with insects or odors, and delay oxidation. The temperature should be kept below a specific temperature to prevent microbial growth and oxidation. Direct sunlight in the storage environment should be avoided. Brown paper bags with a plastic layer inside are advised since they prevent the isolates from light. A change in any of these conditions may affect the shelf life and the properties of the product significantly, which may consequently adversely affect our business. See “Item 4. Information on the Company—B. Business Overview – Moolec’s Platforms and Key Products.”
Commercialization of our products may face challenges from public perceptions of plant and strain engineered products (GMOs) and from ethical, legal, environmental, health and social concerns.
The successful commercialization of our products depends, in part, on public acceptance of molecular farming/bio-engineered, and/or molecular biology-derived products. The majority of our products are GMOs and negative social perception about GMOs, or our technology may adversely affect our business.
Consumers may not understand the nature of our technologies, which consist of the nuclear stable transformation of a crop or microorganism to express an oil or an animal protein within the protein bodies of the seed or microorganism for the product to consist in an ingredient containing not only the engineered protein but the plant or host protein as well. Consumers may also not understand the scientific distinction between our molecular farming products and other plant-based protein or science-based food ingredients products. As a result, they may transfer negative perceptions and attitudes regarding our products. A lack of understanding of our technologies may also make consumers more susceptible to the influence of negative information provided by opponents of biotechnology. Some opponents of biotechnology actively seek to raise public concern about genetic engineering or GMOs by claiming that plant or yeast products developed using biotechnology are unsafe for consumption or their use poses a risk of causing damage to the environment, or creates legal, social and ethical dilemmas. The commercial success of our products may be adversely affected by such claims, even if unsubstantiated. In addition, opponents of biotechnology have vandalized the farmers’ fields where biotech seeds were planted, and facilities used by biotechnology companies. Any such acts of vandalism targeting the fields of our farmers, our field-testing sites or our research, production or other facilities, could adversely affect our sales and our costs.
Negative public perception about molecular farming and GMO products in general can also affect the regulatory environment in the jurisdictions in which we target the sale of our products and the commercialization of our product candidates. Any increase in such negative perception or any restrictive government regulations in response thereto, could have a negative effect on our business and may delay or impair the sale of our products or the development or commercialization of our product candidates. Even in light of compliance with regulatory protocols or following receipt of confirmation of non-regulated status in a jurisdiction, public pressure may lead to increased regulation of products produced using biotechnology, further legislation regarding novel trait development technologies, or administrative litigation concerning prior regulatory determinations, each of which could adversely affect our ability to sell our product or commercialize our product candidates. In addition, labeling requirements could heighten public concerns and make consumers less likely to purchase food products containing plant bioengineered/molecular farming and fermented ingredients.
Market perception, habits and preferences for our products are difficult to predict and may adversely affect our business.
There are currently many competitors in the plant-based protein market. For our molecular farming products expressing animal proteins, we expect to be the first to produce and commercialize an ingredient containing both animal and plant proteins coming from a single source for the food market. There is a risk that our products will not be as in demand as more traditional plant-based proteins or lab grown meat. A change in preferences for our products could reduce our sales or our market share and could harm our business and financial condition.
Consumer habits and preferences for our products are difficult to predict and may change rapidly, and if we are unable to respond quickly to new trends, our business may be adversely affected.
Our business is focused on the development, manufacturing, marketing, and distribution of science-based food ingredients. Consumer demand could change based on a number of factors, including dietary habits and nutritional values, concerns regarding the health effects of ingredients, and shifts in preference for various product attributes. If consumer demand for our products decreases, our business and financial conditions would suffer. In addition, sales of science-based ingredients are subject to evolving consumer preferences to which we may not be able to accurately predict or respond. Consumer trends that we believe favor sales of our products could change based on a number of possible factors, including economic factors, social trends such as more sustainable and healthy approaches. Views towards healthy eating and plant-based products are trendy in nature, with constantly changing consumer perceptions; however, utilizing animal proteins within plants has not been introduced into the market.
Our success will depend, in part, on our ability to anticipate the tastes and dietary habits of consumers and other consumer trends and to offer products that appeal to their needs and preferences on a timely and affordable basis. A change in consumer discretionary spending, due to economic downturn or other reasons, may also adversely affect our sales and business, financial condition and results of operations. A significant shift in consumer demand away from our products could reduce sales or market share and the perception of our brand, which would harm our business and financial condition.
Our business activities are concentrated in a limited number of locations, making us susceptible to disruptions caused by natural disasters, climatic variations, disease, pests, or vandalism.
We conduct our activities in geographic regions that are subject to climate disasters or other natural disasters that could negatively affect our business and the development and increase of our operations. Natural disasters, such as hurricanes, droughts, fires, floods, tornados, earthquakes, diseases or pests, or intentional or negligent acts, including acts of vandalism, could damage or destroy our equipment, inventory, development projects, field trials or data, and could cause us to incur significant additional expenses to repair or replace the damaged physical facilities, which in the case of seed production may be the result of years of development work that is not easily or quickly reproduced, and increase the time required to development schedule for our pipeline of product candidates. If our early testing of pipeline products is unsuccessful, we may be unable to complete the development of product candidates on a timely basis or at all. Additionally, field trials, which may take years to be concluded, are costly, and any field trial failures that we may experience may not be covered by insurance and, therefore, could result in increased costs, which may adversely affect our business and results of operations.
In addition, we rely on early testing and research, including laboratory research, greenhouse activities, and field trials, to demonstrate the efficacy of product candidates that we develop and evaluate. Field trials allow us to test product candidates in the field as well as to increase seed production, and to measure performance across multiple geographies and conditions. Successful completion of early testing is critical to the success of our product development and scale-up efforts. Field trials for event selection and field trials for gathering regulatory information in 2024 occurred in three different locations in the United States. If our ongoing or future testing is unsuccessful or produces inconsistent results or unanticipated adverse effects on the agronomic performance of our crops, or if the testing does not produce reliable data, our product development efforts could be delayed, subject to additional regulatory review or abandoned entirely. Further, in order to support our commercialization efforts, it is necessary to collect data across multiple growing seasons and from different geographies. Even in cases where initial field trials are successful, we cannot be certain that additional field trials conducted on a greater number of acres or in different geographies will also be successful.
If our genetically engineered plants or strains fail to express or produce a sufficient yield of the targeted animal protein, ingredient or function, we may not be able to market our products in a timely manner or compete effectively.
We rely heavily on the research and development of our products. We are focused on engineering plants to produce foreign molecules within them, such as oils or certain animal proteins. This process requires significant research and testing in order to produce a sufficient amount of oil or animal protein in order to be commercially viable. If the tests of our products do not yield a sufficient amount of the oil or animal protein within the plant, we may be required to begin the research and development process anew for certain products or spend a significant amount of time and resources in order to achieve the targeted outcome.
Our research and testing to produce the expected result of oil or animal protein yields within our molecular farmed plants can also be affected by laboratory conditions, adverse climate conditions during planting and harvesting, or other conditions whereby the expected yield of oil or animal proteins within the plant are not what we would expect. Such conditions may delay our ability to take our products to market or require additional time within our research and development stage in order to prepare a viable product. Such delays may have an adverse effect on our business and operations.
If we are unable to attract, train and retain employees, we may not be able to grow or operate successfully.
Our success depends in part on our ability to attract, train and retain a sufficient number of employees who understand and appreciate our culture and business model, and can effectively represent our brand and establish credibility with potential business partners and customers. The ability, expertise, motivation, judgment and discretion of our employees, including our technical team, are key to the development of our business. In addition, our ability to manage our anticipated growth depends on our ability to recruit and retain qualified personnel prepared to face major challenges with regard to technology and innovation. Our ability to retain our employees is influenced by the economic environment and the fact that our operations are spread in different locations.
Food safety and food-borne illness incidents or advertising or product mislabeling may materially and adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our products.
Selling food for human consumption involves inherent legal and other risks, and there is increasing governmental scrutiny of and public awareness regarding food safety. Unexpected side effects, illness, injury or death related to allergens, food-borne illnesses or other food safety incidents caused by products we sell, or involving our suppliers, could result in the discontinuance of sales of these products or our relationships with such suppliers, or otherwise result in increased operating costs, regulatory enforcement actions or harm to our reputation. Shipment of adulterated or misbranded products, even if inadvertent, can result in criminal or civil liability. Such incidents could also expose us to product liability and negligence claims or other lawsuits, including consumer class action lawsuits. Any claims brought against us may exceed or be outside the scope of our future insurance policy coverage or limits. Any judgment against us that is more than our policy limits or not covered by our policies or not subject to insurance would have to be paid from our cash reserves, which would reduce our capital resources.
The occurrence of food-borne illnesses or other food safety incidents could also adversely affect the price and availability of affected ingredients, resulting in higher costs, disruptions in supply and a reduction in our sales. Furthermore, any instances of food contamination or regulatory noncompliance, whether or not caused by our actions, could compel us, our suppliers, our distributors or our customers, depending on the circumstances, to conduct a recall in accordance with FDA regulations, and comparable state laws. Food recalls could result in significant losses due to their costs, the destruction of product inventory, lost sales due to the unavailability of the product for a period of time and potential loss of existing distributors or customers and a potential material adverse effect on our ability to attract new customers due to negative consumer experiences or because of an adverse impact on our brand and reputation. The costs of a recall could exceed or be outside the scope of our future insurance policy coverage or limits.
In addition, food companies have been subject to targeted, large-scale tampering as well as to opportunistic, individual product tampering, and we, like any food company, could be a target for product tampering. Forms of tampering could include the introduction of foreign material, chemical contaminants, and pathological organisms into consumer products as well as product substitution. Recently issued FDA regulations will require companies like us to analyze, prepare and implement mitigation strategies specifically to address tampering designed to inflict widespread public health harm. If we do not adequately address the possibility, or any actual instance, of product tampering, we could face possible seizure or recall of our products and the imposition of civil or criminal sanctions, which could materially adversely affect our business, financial condition and operating results.
Defective products lawsuits determined adversely to us could result in substantial damages, for which insurance coverage may not be available.
We may be held liable if any product we develop, or any product that uses or incorporates any of our technologies, is found unsuitable during marketing, sale or consumption. For example, the detection of an unintended trait in a commercial seed variety, or the crops and products produced may result in governmental actions such as mandated crop destruction, product recalls or environmental cleanup or monitoring. The costs of implementing these remedies could exceed or be outside the scope of our existing or future insurance policies. Concerns about seed quality could also lead to additional regulations being imposed on our business, such as regulations related to testing procedures, mandatory governmental reviews of biotechnology advances, or additional regulations relating to the integrity of the food supply chain from the farm to the finished product.
Limited brand awareness could affect our ability to sell products.
We have not conducted a dedicated and significant marketing campaign to educate consumers on our brand and it still has limited awareness among the general public.
We will need to dedicate significant resources in order to effectively plan, coordinate, and execute a marketing campaign and to add additional sales and marketing staff. Substantial advertising and promotional expenditures may be required to improve our brand’s market position or to introduce new products to the market. However, an increase in our marketing and advertising efforts may not enhance our reputation or lead to an increase in brand awareness.
Further, we compete against other large, well-capitalized food and ingredients companies who have significantly more resources than we do. Therefore, we may have limited success, or none at all, in increasing awareness and reputation of our brand.
Failure to develop our technology, products and brand, could adversely affect our prospects.
We believe our future growth could be affected by the perception of our brand and its value. Maintaining, promoting and positioning our brand and its reputation will depend on, among other factors, the success of our science-based technology for the development of food ingredients, food safety, quality assurance, marketing efforts, and our ability to provide a consistent, high-quality customer experience. Any negative publicity, regardless of its accuracy, could adversely affect our business. Brand value is based on perceptions of subjective qualities, and any incident that erodes the loyalty of customers or suppliers, including adverse publicity, product recall or a governmental investigation or litigation, could significantly reduce the value of our brand and significantly damage our business, financial condition and results of operation.
Reliance on information-technology systems exposes us to operational risks, and failures or cyber-attacks could impair our business.
We are increasingly dependent upon third-party information technology systems to operate our business. These systems may contain confidential information (including personal data, trade secrets or other intellectual property, or proprietary business information). The nature of digital systems, both internally and externally, makes them potentially vulnerable to disruption or damage from human error and/or security breaches, which include, but are not limited to, ransomware, data theft, denial of service attacks, sabotage, industrial espionage, cyberattacks or cyber-intrusions and computer viruses. Further, the risk of a security breach or disruption, particularly through cyber-attacks or cyber-intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. This risk may be further enhanced as the techniques and tools used in cyber-attacks have evolved rapidly and now use advanced automation and artificial intelligence. Any of such events may be difficult to detect, and once detected, their impact may be difficult to assess and address. In addition, if any such event were to occur and cause interruptions in our operations, it could result in a material disruption of our product development programs. To the extent that any disruption or security breach was to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur material legal claims and liability, damage to our reputation, the further development of our product candidates could be delayed, which could adversely affect our business, financial condition, and operating results, and could adversely affect our share price.
In addition, the information technology systems we use may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, power outages, systems failures, malware, and viruses. If we are unable to execute our disaster recovery plans or if our plans prove insufficient for a particular situation or take longer than expected to implement in a crisis situation, it could have a material adverse effect on our business, financial condition and results of operations, and our business interruption insurance may not adequately compensate us for losses that may occur.
We are also subject to numerous laws and regulations designed to protect personal data, such as the European national laws implementing the General Data Protection Regulation as well as the UK General Data Protection Regulation. These data protection laws introduced more stringent data protection requirements and significant potential fines, as well as increased our responsibility and potential liability in relation to personal data that we process. We have put mechanisms in place to ensure compliance with applicable data protection laws, but there can be no guarantee of their effectiveness.
We are subject to anti-corruption and anti-money laundering laws and non-compliance could result in civil or criminal liability.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C.§201, the U.S. Travel Act, the USA PATRIOT Act, Argentine Law No. 27,401, as amended, and possibly other anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit us and our collaborators from authorizing, offering, or directly or indirectly providing improper payments or benefits to recipients in the public or private sector. We or our collaborators may have direct and indirect interactions with government agencies and state-affiliated entities and universities in the course of our business. We may also have certain matters come before public international organizations such as the United Nations. We use third-party collaborators, joint venture and strategic partners, law firms, and other representatives for regulatory compliance, patent registration, lobbying, deregulation advocacy, field testing, and other purposes in a variety of countries, including those that are known to present a high corruption risk such as India, China, and Latin American countries. We can be held liable for the corrupt or other illegal activities of these third-party collaborators, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. In addition, although we have implemented policies and procedures to ensure compliance with anti-corruption and related laws, there can be no assurance that all of our employees, representatives, contractors, partners, or agents will always comply with these laws. Noncompliance with these laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other or injunctions, suspension and debarment from contracting with certain governments or other persons, the loss of export licenses, reputational harm, adverse media coverage, and other negative consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, and financial conditions could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm our business, results of operations, and financial conditions.
Disruptions in the global economy, including high rates of inflation, the ongoing conflict in Israel and Palestine, the war in Ukraine and the impact of pandemics, epidemics or disease outbreaks may adversely affect our business, results of operations and financial condition.
The global economy has been adversely affected by a variety of factors such as global high rates of inflation, economic crises including recessions and uncertainty regarding protracted U.S. federal debt ceiling negotiations, actual or threatened war, terrorist activity, political unrest, civil strife, the spread or fear of spread of contagious diseases in locations where our products are sold, man-made or natural disasters, and other geopolitical uncertainty. These economic conditions can arise suddenly, and the full impact of such conditions can be difficult to predict. As a result, we may experience price volatility and increases and supply disruptions, among other consequences. In addition, geopolitical and domestic political developments, such as existing and potential trade wars and other events beyond our control, such as the ongoing conflict in Israel and Palestine, in addition to the Ukraine, and a possible escalation of such conflicts or contagion to neighboring regions, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets.
In addition, the outcome of the most recent U.S. presidential elections may continue to introduce significant uncertainties in the global economy. Political transitions following the elections, including changes in leadership and implementation of new policy agendas, may result in shifts in regulatory and fiscal policies, trade agreements, and other economic factors. The period following the election may also be characterized by volatility in financial markets, currency fluctuations, and broader economic instability as markets react to actual or anticipated policy changes. Any substantial changes in U.S. foreign or domestic policies, including modifications to trade agreements, tariffs, or international relations, may impact global economies, including the Argentine economy and contribute to economic uncertainty and volatility. These developments could negatively influence our financial results and future growth prospects.
Further, our Argentine operations could be affected by any general business restrictions imposed by the government due to its political and economic instability. These adverse and uncertain economic conditions may impact distributors, retailers, foodservice, and consumer demand for our products. In addition, our ability to manage normal commercial relationships with our suppliers, distributors, customers and consumers and creditors may suffer. Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns as a result of various factors, including job losses, inflation, higher taxes, reduced access to credit, change in federal economic policy and international trade disputes. A decrease in consumer discretionary spending may also result in consumers reducing the frequency and amount spent on plant-based food. Distributors and customers may become more conservative in response to these conditions and seek to reduce their inventories. Our results of operations depend upon, among other things, our ability to maintain and increase sales volume with our existing and future customers and our ability to attract new consumers, the financial condition of consumers and our ability to provide products that appeal to consumers at the right price. Decreases in demand for products without a corresponding decrease in costs would put downward pressure on margins and would adversely affect our financial results. Prolonged unfavorable economic conditions or uncertainty may adversely affect our sales and profitability and may result in consumers making changes to their discretionary spending behavior on a more long-lasting or even permanent basis.
Latin America has experienced, and may continue to experience, adverse economic or political conditions, including considerable economic uncertainty that may impact our business, financial condition and results of operations and financial conditions.
A major portion of our operations and/or development activities are based in Latin America. Accordingly, our financial condition and results of operations are substantially dependent on economic conditions in Latin America.
Latin American countries have historically experienced uneven periods of economic growth, recessions, periods of high inflation and economic instability. Recently, the economic growth rates of the economies of many Latin American countries have slowed and some have entered recessions. Additionally, economic and political developments in Latin America, including future economic changes or crises (such as inflation, currency devaluation or recession), government deadlock, political instability, civil strife, changes in laws and regulations, restrictions on the repatriation of dividends or profits, expropriation or nationalization of property, restrictions on currency convertibility, volatility of the foreign exchange market and exchange controls could impact our operations and/or the market value of the ordinary shares and have a material adverse effect on our business, financial condition and results of operations.
Further, in Argentina, the fluctuation in currency exchange rates, the gap between the official and alternative exchange rates, and high inflation, along with the measures attempting to control inflation adopted by the Argentine government, caused a deepening recession during the last years. While the large inflationary spike seen in 2023 has moderated under the current policy mix, inflation remained elevated in 2024 and into 2025 — and the exchange-rate environment has continued to be volatile: the gap between official and alternative rates narrowed from the very wide spreads of 2024 but has at times re-widened across 2025 depending on market conditions. Accordingly, the fluctuation of the peso, multi-rate exchange regime and high (albeit moderating) inflationary pressures continue to present material risks to operating results and financial condition, including increased input costs, constrained domestic demand, foreign-exchange exposures and higher rates of business failure among smaller counterparties.
On October 23, 2023, general presidential elections took place in Argentina. The former Minister of Economy with the political party Union por la Patria, Sergio Massa, obtained 36.68% of the votes, while the new coalition La Libertad Avanza, led by Javier Milei, and Juntos por el Cambioreceived 29.98% and 23.83% of the votes, respectively.
On November 19, 2023, the second round (ballotage) of the presidential elections in Argentina took place, in which the ruling party Unión por la Patria, with former Minister of Economy Sergio Massa as its candidate, obtained 44.30% of the votes, and, in contrast, the party La Libertad Avanza, led by Javier Milei, obtained a result of 55.65% of the votes. Hence, on December 10, 2023, Javier Milei took office as the new President of the Argentine Republic for the next four years.
On December 20, 2023, Emergency Decree 70/2023 entitled “Bases for the Reconstruction of the Argentine Economy” (“Decree 70/2023”) was published in the Official Gazette, repealing and amending several laws. The most relevant measures contained in the Decree 70/2023 include the declaration of public emergency in economic, financial, fiscal, administrative, social security, tariff, health and social matters until December 31, 2025, as well as measures ranging from the repeal of regulations on housing lease contracts, supply of basic necessities, commercialization of mass consumption products, to the modification of the corporate form of companies in which the State has a stake. Moreover, Decree 70/2023 contains a labor chapter with 44 sections by means of which changes in the labor regulations in force are ordered. With respect to the latter, different precautionary measures, contained in actions for injunctive relief, have recently been granted, temporarily suspending the application of the labor chapter of Decree 70/2023. All these precautionary measures, filed mainly by labor unions, have been appealed by the National Government of Javier Milei. Currently, it is not possible to confirm what the outcome of these measures filed against Decree 70/2023 will be. In addition, Decree 70/2023 is still subject to a subsequent legislative control established in section 99, paragraph 3, of the National Constitution and in Law 26,122. According to the provisions of the latter, Decree 70/2023 will remain in force until it is rejected by both Chambers of Congress. On March 14, 2024, after failing to comply with the deadlines stipulated by Law 26,122 for the Permanent Bicameral Commission to consider Decree 70/2023, the Senate of the Nation opened special sessions in which it voted for the rejection of Decree 70/2023. As of the date hereof, Decree 70/2023 continues to be subject to the legislative review procedure set forth in Section 99, paragraph 3, of the National Constitution and Law No. 26,122. While the Senate of the Nation voted for its rejection on March 14, 2024, the final legal status of Decree 70/2023 remains uncertain, as its effectiveness ultimately depends on the outcome of the legislative process as a whole. Accordingly, no assurance can be given as to whether Decree 70/2023 will remain in force, be partially invalidated, or be repealed in its entirety.
Furthermore, on December 27, 2023, the Administration of President Javier Milei submitted to Congress an extensive bill entitled “Law of Bases and Starting Points for the Freedom of Argentines” (the “Bases Law”). Among the many issues dealt with in the draft of the Bases Law is a broad declaration of emergency and the delegation of legislative powers to the executive branch. In addition, the draft of the Bases Law proposes a general program of deregulation of commerce, services and industry throughout the national territory, as well as the privatization of companies under State control, such as the national airlines (Aerolineas Argentinas), the national train company (Trenes Argentinos), the national postal service (Correo Argentino) and companies engaged in strategic services such as banking, energy, water, among others. After six months of legislative work, on June 27, 2024, the Chamber of Deputies of the National Congress approved the final text of the Bases Law, finally passing the Bases Law.
On the same date, the National Congress approved Law No. 2774 on tax measures, including moratorium and tax amnesty regimes and amendments to the Personal Assets Tax, Income Tax, and Special Regime for Small Taxpayers, among others (“Tax Package”). The aim of this bill is, among others, to achieve the voluntary payment of taxes by taxpayers and responsible parties, who, if they join the regime, will obtain different benefits according to the type of adhesion and the type of debt they have.
On July 8, 2024, the executive branch issued Decrees No. 592 and 593, whereby it enacted the Bases Law along with the Tax Package.
The executive branch issued Decree No. 608 and 695 on July 12, 2024, and August 5, 2024, respectively, regulating certain rules of the Tax Package and the following four chapters of Title II of the Base Law: (i) Administrative Reorganization; (ii) Privatizations; (iii) Administrative Procedure; and (iv) Public Employment. Finally, on August 12, 2024, the executive branch published Decree No. 713 in the Official Gazette through which it moved forward with the regulation of Section of the Bases Law related to contracts and transactional agreements (including concessions).
The social, political and economic impact of the reforms and measures announced by the Argentine government to date, the consequences of the Bases Law and the Tax Package and the impact of future reforms and measures that may be proposed remain uncertain. The ambitious deregulation plan intended to be implemented through Decree 70/2023 and the Bases Law could affect our business, results, and financial condition.
Argentina’s political landscape remains subject to uncertainty following the mid-term legislative elections held on October 27, 2025, in which the ruling party, La Libertad Avanza, obtained 40.84% of the national vote. While the electoral outcome strengthened the administration’s political standing, its ability to advance or sustain its economic, regulatory and fiscal agenda will continue to depend on the evolving composition and alliances within Congress, as no single party holds an absolute majority. As a result, key legislative initiatives—particularly those relating to structural reforms, fiscal consolidation, deregulation and modifications of the existing emergency decree framework—may still face negotiation delays, amendments or rejection. Any shifts in congressional support or policy direction could generate renewed regulatory uncertainty, affecting macroeconomic stability, inflation dynamics, market expectations, and the general business environment. Such developments could adversely impact our operations, financial conditions and results of operations.
In Brazil, the economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high and variable levels of inflation and currency devaluation. Brazil’s GDP increased 1.8% in 2018 and 1.2% in 2019, followed by a decrease of 3.9% in 2020, and increases of 4.6% in 2021, 2.9% in 2022, 2.9% in 2023, presenting an increase of 3.7% as of the six-month period ended June 30, 2024. Historically, Brazil’s political situation has influenced the performance of the Brazilian economy, and political crisis have affected the confidence of investors and the general public. As a result, Brazil continues to face uncertainty related to the future developments in policies and whether and when such policies and regulations may be implemented.
If the Latin American governments do not adopt reforms required to address structural changes, then the current economic conditions may be worsened, which could have an adverse effect on our financial condition and results of operations.
Economic and political developments in Argentina, including regulations and restrictions, inflation and government controls may adversely affect the economy and our financial condition and results of operations.
In recent years, Argentina has confronted significant market volatility, including numerous periods of low growth or stagnation, inflationary pressures, including the depreciation of the Argentine Peso, evidenced by significantly higher fuel, energy, and food prices, among other factors. Further, the Argentine government increased its direct intervention in the economy, including through the implementation of regulation of market conditions, expropriations or nationalizations and price controls. Therefore, the inflation rate in Argentina and the government’s intervention in the economy may adversely affect our business.
According to data published by the Argentine National Institute of Statistics and Census (Instituto Nacional de Estadística y Censos) (“INDEC”), the Consumer Price Index (“CPI”) increased 27.9% accumulated as of November 2025, 118% in 2024, 211% in 2023, 94.8% in 2022 and 50.9% in 2021. Nevertheless, if inflation returns to the percentages reached on previous years or continue to rise towards a hyperinflation, Argentina’s economy will continue to be negatively impacted, and our results of operations could be materially adversely affected.
Following the October 2023 presidential and federal congressional elections, Javier Milei was elected President of Argentina, officially assuming office on December 10, 2023. Upon taking office, President Milei signed a decree to stabilize Argentina’s economy through spending cuts, devaluing the Argentine Peso and temporarily increasing import taxes and export taxes. In December 2023, he also tabled a bill to the Argentine National Congress that focused on mass privatization, deregulating certain sectors, and easing labor market rules. The economic reforms implemented when the government took office have already shown results, notwithstanding that uncertainty remains regarding the overall macro-economic performance, which may adversely affect the Argentine economy, stock market prices, and our business, financial condition, and operational results. No assurances can be made as to the policies that may be implemented by the new Argentine administration, or that political developments in Argentina, will not adversely affect the Argentine economy or our business, financial condition or results of operations.
The social, political and economic impact of the reforms and measures announced and implemented to the date of this annual report by the Argentine government, such as the ambitious deregulation plan implemented and continuing to be implemented through Decree 70/2023 and the Bases Law, the consequences of such law and the Tax Package and the impact of future reforms, measures and policies that may be proposed by the Milei administration remain uncertain, and could adversely affect the Argentine economy or our business, financial condition or results of operations.
Risks Related to Our Industries
The overall agricultural, nutraceutical and food ingredient industries are susceptible to commodity price changes, and we are exposed to market risks from changes in commodity prices.
Conditions in the United States agricultural industry and the Argentine agricultural industry significantly impact our operating results. Changes in the prices of commodities could result in higher overall costs along the agricultural and commercial supply chains, which may negatively affect our ability to commercialize our products. We are susceptible to changes in costs in the agricultural industry as a result of factors beyond our control, such as general economic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, product recalls and government regulations. As a result, we may not be able to anticipate or react to changing costs by adjusting our practices, which could cause our operating results to deteriorate.
We are subject to industry-specific risks, which could adversely affect our operating results.
We are subject to industry-specific risks which include, but are not limited to, product safety and quality, launch of new products by other industries that can replace the functionalities of our production; shifting consumer preferences, federal, state, and local regulations on manufacturing or labeling; socially acceptable and sustainable farming practices; environmental, health, and safety regulations; and customer product liability claims. The liability which could result from certain of these risks may not always be covered by, or could exceed the liability cap of, our insurance for product liability and food safety matters. In addition, we may be unable to procure insurance on commercially reasonable terms or may decide not to seek insurance for certain risks. Risks to our reputation may exist due to potential negative publicity caused by product liability, food safety, occupational health and safety, workforce diversity, and environmental matters.
Our products are used as ingredients in food production. We are subject to risks associated with economic, product quality, food safety, or other factors inherent to the food industry, which may adversely affect us. In addition, as we increase our investment in the flavors and ingredients businesses, we are exposed to increased risks related to rapidly changing consumer preferences and the impacts these changes could have on the success of certain of our customers.
Climate change and adverse weather conditions may negatively affect our business and operations.
The ability to grow our products may be negatively affected by adverse weather conditions, including windstorms, floods, drought and extreme temperature, which may be influenced and intensified by carbon dioxide and other greenhouse gases in the atmosphere. Unfavorable growing conditions and natural disasters can reduce both crop size and crop quality, and in extreme cases may cause us to lose entire harvests in some geographic areas. If such weather conditions and climate change negatively affects agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as our soy and pea plants, among others. Due to climate change, we may also be subjected to decreased availability of water, deteriorated quality of water, or less favorable pricing for water, which could adversely impact manufacturing operations. In addition, the ability to grow our products may be negatively affected by adverse weather conditions, including windstorms, floods, drought, and extreme temperatures. Negative effects on agricultural productivity caused by climate change in the locations where we operate may lead to adverse long-term impacts on our business and results of operations.
Our crop productivity business is highly seasonal and affected by factors beyond our control, which may cause our sales and operating results to fluctuate significantly.
The sale of our products is dependent upon planting and harvest seasons and is expected to result in highly seasonal patterns and substantial fluctuations in quarterly sales and profitability. As we increase the variety of products sold within our current markets, and expand into new markets in different geographies, the seasonality of our business may change. Therefore, our business may be more seasonal or experience seasonality in different periods than anticipated.
Weather conditions and natural disasters, such as heavy rains, hail, floods, freezing conditions, windstorms, drought or fire, affect decisions by our distributors, direct customers and end users about the types and amounts of products to use and the timing of harvesting and planting. As a result, our operating results may vary substantially from year to year and quarter to quarter beyond the regular seasonal patterns’ predictions.
Other factors may also contribute to the unpredictability of our operating results, including the size and timing of significant distributor transactions, the delay or deferral of use of our commercial technology or products and the fiscal or quarterly budget cycles of our direct customers, distributors, licensees and end users. Customers may purchase large quantities of our products in a particular quarter to store and use over long periods of time or time their purchases to manage their inventories, which may cause significant fluctuations in our operating results for a particular quarter or year.
Agreements with our collaborators and third parties may not adequately prevent disclosure of trade secrets, know-how and other proprietary information, which could lead to a loss of competitive advantage, and adversely affect our technology and business.
We rely on a combination of intellectual property laws and agreements with our collaborators and third parties to protect and otherwise seek to control access to, and distribution of, our proprietary information. These measures may not be sufficient to prevent disclosure, infringement, or misappropriation of our confidential information. Our confidentiality and nondisclosure agreements or covenants may not be enforceable under applicable law and, even if they are enforceable, may be breached, and we may not have adequate remedies for such a breach that would effectively prevent the further dissemination of our confidential information. We also have limited control over the protection of trade secrets used by our collaborators and could lose future trade secret protection if any unauthorized disclosure of such information occurs. Enforcement of any claim that a party illegally disclosed confidential information or misappropriated by a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, others may independently discover our trade secrets and proprietary information, and in such cases, we may not be able to assert any trade secret rights against such parties. Laws regarding trade secret rights in certain markets where we operate may afford little or no protection of our trade secrets. If any of our trade secrets were to be disclosed to or independently developed by a competitor (for example, by reverse engineering), or if we otherwise were to lose protection for our trade secrets or proprietary know-how, the value of this information may be greatly reduced, and our business could be adversely impacted.
We and our customers depend on patents, copyrights, trademarks, know-how, trade secrets, and other forms of intellectual property protections, but these protections may not be adequate.
We rely on a combination of know-how, trade secrets, patents, copyrights, trademarks, and other intellectual property laws, nondisclosure and other contractual arrangements, and technical measures to protect many of our products, services and intangible assets. These rights are important to our ongoing operations. There can be no assurance that these protections will provide a unique or meaningful competitive advantage in our offerings or otherwise be commercially valuable. In addition, we may not be successful in obtaining additional intellectual property or enforcing our intellectual property rights against unauthorized users. Our exclusive rights under certain of our products and services are protected by patents, and when patents covering a product or service expire, loss of exclusivity may occur, which may force us to compete with third parties, thereby negatively affecting our revenue and profitability.
Our proprietary rights may be invalidated, circumvented, or challenged. We may in the future be subject to proceedings seeking to oppose or limit the scope of our patent applications or issued patents. In addition, in the future, we may need to take legal actions to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity or scope of the proprietary rights of others. Legal proceedings are inherently uncertain, and the outcome of such proceedings may be unfavorable to us. Any legal action regardless of the outcome might result in substantial costs and diversion of resources and management attention. Although we use reasonable efforts to protect our proprietary and confidential information, there can be no assurance that our confidentiality and non-disclosure agreements will not be breached, our trade secrets will not otherwise become known by competitors, or that we will have adequate remedies in the event of unauthorized use or disclosure of proprietary information. Even if the validity and enforceability of our intellectual property is upheld, an adjudicator might construe our intellectual property not to cover the alleged infringement. In addition, intellectual property enforcement may be unavailable or practically ineffective in some countries. There can be no assurance that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology or that third parties will not design around our intellectual property claims to produce competitive offerings. The use of our technology or similar technology by others could reduce or eliminate any competitive advantage we have developed, cause us to lose sales, or otherwise harm our business.
While we are not party to such suits at this time, we may become subject to such litigation in the future. Such cases could also adversely impact public perception and the demand for science-based food ingredients products, which could subsequently result in decreased demand for our products and materially adversely affect our business and operations.
We have patents granted and patent applications, as owner or as licensee, in the United States, China, India, Canada, Germany, Spain, France, United Kingdom, Brazil, Mexico, Australia, New Zealand, Japan, Hong Kong, Malaysia, and Argentina and trademarks and service marks in the United States, Europe, Canada, the United Kingdom and Argentina, some of which have been registered or issued, and also claim common law rights in various trademarks and service marks. There can be no assurance that third parties will not oppose our future applications to register intellectual property. It is possible that in some cases we may be unable to obtain the registrations for trademarks, service marks, and patents for which we have applied, and a failure to obtain trademark and patent registrations in the United States, the United Kingdom, the European Union, and Argentina or other countries could limit our ability to protect our trademarks and proprietary technologies and our marketing efforts in those jurisdictions.
License agreements with third parties limit our rights to use certain patents, software, and information technology systems and proprietary technologies owned by third parties, some of which are important to our business. Termination of these license agreements, for any reason, could result in the loss of our rights to this intellectual property, causing an adverse change in our operations or the inability to commercialize certain offerings.
Biotechnology patents and patent applications involve highly complex legal and factual questions, which, if determined adversely to us, could adversely affect our competitive position.
The patent positions of biotechnology companies and other actors in our fields of business can be highly uncertain and involve complex scientific, legal, and factual analyses. The interpretation and breadth of claims allowed in some patents covering biological compositions may be uncertain and difficult to determine and are often affected materially by the facts and circumstances that pertain to the patented compositions and the related patent claims. The issuance and scope of patents cannot be predicted with certainty. Patents, if issued, may be challenged, invalidated, narrowed, or circumvented. Challenges to our, or our licensors’ patents and patent applications, if successful, may result in the denial of our, or our licensors’ patent applications or the loss or reduction in their scope. In addition, defending against such challenges may be costly and involve the diversion of significant management time and our resources. Accordingly, rights under any of our patents may not provide us with enough protection against competitive products or processes and any loss, denial or reduction in scope of any of such patents and patent applications may have a material adverse effect on our business.
We will not seek to protect our intellectual property rights in all jurisdictions throughout the world and we may not be able to adequately enforce our intellectual property rights even in the jurisdictions where we have sought protection.
Our commercial success depends, in part, on our ability to recognize intellectual property rights and protect our trade secrets for the technologies that we develop and use. However, filing, prosecuting and defending patents in all countries and jurisdictions throughout the world would be prohibitively expensive. Patent prosecution must be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Our intellectual property rights in some countries outside the United States could be less extensive than those in the United States, assuming that rights are obtained in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from using our inventions in countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions.
Competitors may use our technologies in jurisdictions where we or our licensors do not pursue and obtain patent protection. Further, competition may export products that would otherwise infringe upon our intellectual property rights to territories where we or our licensors have patent protection, but where the ability to enforce those patent rights is not as strong as in the United States. These products may compete with our products and our intellectual property rights, and such rights may not prevent such competition.
In addition, changes in, or different interpretations of, patent laws in the United States and other countries may permit others to use our discoveries or to develop and commercialize our technology and products without providing any notice or compensation to us or may limit the scope of patent protection that we or our licensors are able to obtain. The laws of certain countries do not protect intellectual property rights to the same extent as United States laws and those countries may lack adequate rules and procedures for defending our intellectual property rights.
Furthermore, proceedings to enforce our patent rights and other intellectual property rights around the world could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, could put our or our licensors’ patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded to us, if any, may not be commercially meaningful, while the damages and other remedies we may be ordered to pay such third parties may be significant. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
In addition, there is a possibility that our technologies may be viewed by competitors as an infringement on their intellectual property rights, even in a case where we believe they do not. This may lead to litigation that could create a significant cost for us and adversely affect our business and operations as well as our public perception and goodwill.
We may be unsuccessful in developing, licensing or acquiring intellectual property rights that may be required to develop and commercialize our future products.
Our programs may involve additional product candidates that may require the use of intellectual property or proprietary rights held by third parties and the growth of our business may depend in part on our ability to acquire, license or use these intellectual property and proprietary rights.
However, we may be unable to acquire or license any third-party intellectual property or proprietary rights that may be key to development. Even if we can acquire or license such rights, we may be unable to do so on commercially reasonable terms. The licensing and acquisition of third-party intellectual property and proprietary rights is highly competitive, and several more established companies are also pursuing strategies to license or acquire third-party intellectual property and proprietary rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources and agricultural development and commercialization capabilities. We may also not be able to bypass or achieve “freedom to operate” status for the products in our pipeline to avoid liability to third parties.
In addition, companies that perceive us to be a competitor may be unwilling to assign or license intellectual property and proprietary rights to us. We also may be unable to license or acquire third-party intellectual property and proprietary rights on terms that would allow us to make an appropriate return on our investment or at all. If a program, product or product candidate requires us to acquire or license third-party intellectual property and proprietary rights or maintain our existing intellectual property and proprietary rights, and we are unable to do so, we may have to cease development of such program, product or product candidate, which could have a material adverse effect on our business.
We or our customers may infringe intellectual property unknowingly and unintentionally affect our reputation and our future plans for our products and competitiveness.
As the agricultural biotech industry continues to develop, we, our customers, collaborators or licensees may become party to, or be threatened with, litigation or other proceedings regarding intellectual property or proprietary rights in our technology and processes. Third parties may assert claims based on existing or future intellectual property rights and the outcome of any proceedings is subject to uncertainties that cannot be adequately quantified in advance. Any litigation proceedings could be costly and time consuming. A negative outcome from an intellectual property infringement suit could result in liability for monetary damages, require us to indemnify our licensees for damages arising from warranties we have made in respect of the intellectual property rights we have licensed, which claims might not be subject to a cap, or treble damages and attorneys’ fees if we are found to have willfully infringed a patent. There is also no guarantee that we, our customers, collaborators or licensees, would be able to obtain a license under such infringed intellectual property rights on commercially reasonable terms or at all. A finding of infringement could prevent us, our customers, collaborators or our licensees from developing, marketing or selling a product or force us to cease some or all of our business operations. Even if we are successful in these proceedings, we may incur substantial costs and the time and attention of our management and scientific personnel may be diverted as a result of these proceedings, which could have a material adverse effect on our operations. In some cases, our agreements with our collaborators or licensees might oblige us to pay for the enforcement of our licensed intellectual property rights, even though our collaborators or licensees may be responsible for commercializing the potentially infringing products. Claims that we have misappropriated the confidential information or trade secrets of third parties could similarly have a material adverse effect on our business.
If we or one of our collaborators or licensees are sued for infringing the intellectual property rights of a third party, such litigation could be costly and time consuming and could prevent us or our collaborators or licensees from developing or commercializing products that incorporate our technology.
Our ability to generate significant revenues from our products depends on our joint ventures’ and licensees’ ability to develop, market and sell products and utilize our proprietary technologies without infringing the intellectual property rights and other rights of any third parties.
As the agricultural biotech industry continues to develop, we, our collaborators or licensees may become party to, or threatened with, litigation or other adverse proceedings regarding intellectual property or proprietary rights in our technology, processes, developed seed traits or seed treatments. Third parties may assert claims based on existing or future intellectual property rights, and the outcome of any proceedings is subject to uncertainties that cannot be adequately quantified in advance. Any litigation proceedings could be costly and time consuming. A negative outcome from an intellectual property infringement suit could result in liability for monetary damages, require us to indemnify our licensees for damages arising from warranties we have made in respect of the intellectual property rights we have licensed, which claims might not be subject to a cap, or treble damages and attorneys’ fees if we are found to have willfully infringed a patent. There is also no guarantee that we, our collaborators or licensees, would be able to obtain a license under such infringed intellectual property rights on commercially reasonable terms or at all. A finding of infringement could prevent us, our collaborators or our licensees from developing, marketing or selling a product or force us to cease some or all of our business operations. Even if we are successful in these proceedings, we may incur substantial costs and the time and attention of our management and scientific personnel may be diverted as a result of these proceedings, which could have a material adverse effect on our operations. In some cases, our agreements with our collaborators or licensees might oblige us to pay for the enforcement of our licensed intellectual property rights, even though our collaborators or licensees may be responsible for commercializing the potentially infringing products. Claims that we have misappropriated the confidential information or trade secrets of third parties could similarly have a material adverse effect on our business.
The regulatory environment in the United States for our current and potential future products is evolving and may change in the future, adversely affecting the speed and cost to launch our potential future products.
Changes in applicable regulatory requirements could result in a substantial increase in the time and costs associated with developing our products and adversely affect our operating results. While the USDA and FDA currently have petition processes that we have initiated, these processes and the manner in which the USDA and FDA interpret their regulations may change in the future, adversely affecting the speed and cost with which we launch our potential future products. We cannot predict whether advocacy groups will challenge existing regulations and USDA or FDA determinations or whether the USDA or FDA will alter the manner in which it interprets its own regulations or institutes new regulations, or otherwise modify regulations in a way that will subject our products to more burdensome standards, thereby substantially increasing the time and costs associated with developing our product candidates. While we do not have any USDA-APHIS petitions pending, we may submit petitions in the future.
The regulatory environment outside the United States varies greatly from jurisdiction to jurisdiction and there is less certainty over how our products will be regulated.
The regulatory environment around genetic engineering of plants, particularly in our case which majorly includes the addition of animal-proteins without the use of animals, to create food ingredients is greatly uncertain outside of the United States and varies greatly from jurisdiction to jurisdiction. Each jurisdiction may have its own regulatory framework regarding genetically modified crops and foods, which may include restrictions and regulations on planting and growing genetically modified plants and in the consumption and labeling of genetically modified foods, and which may encapsulate our products. To the extent regulatory frameworks outside of the United States are not receptive to our genetic engineered technologies, this may limit our ability to expand into other global markets.
Complying with the regulatory requirements outside the United States will be costly and time-consuming, and there is no guarantee we will be able to commercialize our products in other jurisdictions apart from the United States and Argentina.
We cannot predict whether or when any jurisdiction will change its regulations with respect to our products. Advocacy groups have engaged in publicity campaigns and filed lawsuits in various countries against companies and regulatory agencies, seeking to halt regulatory approval or clearance activities or influence public opinion against GMO products. In addition, governmental reaction to negative publicity concerning our products could result in greater regulation of genetic research and derivative products or regulatory costs that render our products cost prohibitive.
The scale of the commodity food and agricultural industry may make it difficult to monitor and control the distribution of our products. As a result, our products may be sold inadvertently within jurisdictions where they are not approved for distribution. Such sales may lead to regulatory challenges or lawsuits against us, which could result in significant expenses and management attention.
Government policies and regulations, particularly those affecting the agricultural sector and related industries, could adversely affect our operations and profitability.
Agricultural production and trade flows are subject to government policies and regulations. Governmental policies and approvals of technologies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives and import and export restrictions on agricultural commodities and commodity products can influence the planting of certain crops, the location and size of crop production, and the volume and types of imports and exports. In addition, as we grow our business, we may be required to secure additional permits and licenses. Finally, future government policies in the United States or in other countries may discourage our customers from using our products or encourage the use of products that are more advantageous to our competitors, which would put us at a commercial disadvantage and could adversely affect our future revenues and results of operations.
We may use biological materials in our business and are subject to numerous environmental, health and safety laws and regulations. Compliance with such laws and regulations and any claims relating to improper handling, storage or disposal of these materials could be time consuming and costly.
We are subject to numerous federal, state, local and foreign environmental, health and safety laws and regulations, including those governing laboratory procedures, the handling, use, storage, treatment, manufacture and disposal of hazardous materials and wastes, discharge of pollutants into the environment and human health and safety matters. Our R&D processes involve the controlled use of hazardous materials, including biological materials. We may be sued for any injury or contamination that results from our use or the use by third parties of these materials, or may otherwise be required to remediate such contamination, and our liability may exceed any insurance coverage and our total assets. Compliance with environmental, health and safety laws and regulations may be expensive and may impair our R&D efforts. If we fail to comply with these requirements, we could incur substantial costs and liabilities, including civil or criminal fines and penalties, clean-up costs or capital expenditures for control equipment or operational changes necessary to achieve and maintain compliance. In addition, we cannot predict the impact on our business of new or amended environmental, health and safety laws or regulations or any changes in the way existing and future laws and regulations are interpreted and enforced. These existing or future laws and regulations may impair our research, development or production efforts or result in increased expense of compliance.
Tax, legislative or regulatory initiatives, new interpretations or developments concerning existing tax laws, or challenges to our tax positions could adversely affect our results of operations and financial condition.
We currently have limited operations; however, we have relationships with multiple jurisdictions throughout the world including the United Kingdom, the Cayman Islands, the United States, Argentina and the Netherlands. As such, we are subject to the tax laws and regulations of various jurisdictions, including U.S. federal, state, and local governments and could be potentially subject to additional tax laws and regulations in additional jurisdictions. From time to time, various legislative initiatives may be proposed that could adversely affect our tax positions, and existing legislation, such as the 2017 U.S. Tax Cuts and Jobs Act, may be subject to additional regulatory changes or new interpretations. There can be no assurance that our effective tax rate or tax payments will not be adversely affected by these initiatives.
In addition, the tax laws of several of the countries in which we operate, including Argentine and U.S. federal, state and local tax laws and regulations, are extremely complex and subject to varying interpretations. It is possible that the outcomes from examinations or interpretations by taxing authorities or changes in laws, rules, regulations, or interpretations by taxing authorities could have a material adverse effect on our financial condition or results of operations.
We are subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if we are not in compliance with applicable laws.
Our products are subject to Export Control Laws and Import Control Laws and regulations of the jurisdictions in which we operate. Exports of our products must be made in compliance with these laws and regulations. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers.
In addition, changes in our products or changes in applicable export or import laws and regulations may create delays in the introduction, provision, or sale of our products in international markets, prevent customers from using our products or, in some cases, prevent the export or import of our products to certain countries, governments or persons altogether. Any limitation on our ability to export, provide, or sell our products could adversely affect our business, financial condition and results of operations.
Failure to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and similar laws associated with our activities in other jurisdictions could subject us to penalties and other adverse consequences.
As we expect a substantial portion of our future revenue to come from jurisdictions other than the United States, we face significant risks if we fail to comply with the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (the “Bribery Act”) and other laws that prohibit improper payments or offers of payment to governments and their officials and political parties by us and other business entities for the purpose of obtaining or retaining business. In many countries, particularly in countries with developing economies, it may be a local custom that businesses operating in such countries engage in business practices that are prohibited by the FCPA, the Bribery Act or other laws and regulations. Although we have implemented company policy requiring employees and consultants to comply with the FCPA, the Bribery Act and similar laws, such policy may not be effective at preventing all potential FCPA, Bribery Act or other violations. In addition, we cannot guarantee the compliance by our partners, resellers, suppliers and agents with applicable laws, including the FCPA and the Bribery Act. Therefore, there can be no assurance that none of our employees or agents will take actions in violation of our policies or of applicable laws, for which we may be ultimately held responsible. Any violation of the FCPA or the Bribery Act and related policies could result in severe criminal or civil sanctions, which could have a material and adverse effect on our reputation, business, financial condition and results of operations.
The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.
We currently qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, which we refer to as the “JOBS Act.” As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act. As a result, our shareholders may not have access to certain information they deem important. We will cease to be an emerging growth company upon the earliest of:
If we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis.
We cannot predict if investors will find Ordinary Shares less attractive because we rely on these exemptions. If some investors find Ordinary Shares less attractive as a result, there may be a less active trading market and share price for Ordinary Shares may be more volatile. When we no longer qualify as an emerging growth company, we may incur increased legal, accounting and compliance costs associated with Section 404 of the Sarbanes-Oxley Act.
We are an early-stage global company, operating in several jurisdictions and we may inadvertently omit any labor or civil registration law due to lack of qualified personnel.
As we are an early-stage developing company operating in several jurisdictions, we may have difficulties facing compliance, including with respect to labor and other regulatory matters in these jurisdictions, due to not having qualified personnel to address such issue.
We will incur increased costs as a result of operating as a public company whose shares are listed on the Nasdaq, and our management will devote substantial time to new compliance initiatives.
We expect to incur significant legal, accounting and other expenses that we did not incur as a private company, and these expenses may increase even more after we are no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and Nasdaq. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time consuming and costly. The increased costs may increase our net loss. For example, these rules and regulations could make it more difficult and more expensive for us to obtain director and officer liability insurance and as a result, we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board or as executive officers. Furthermore, due to the increase in our shareholders’ base, costs related to shareholders’ communication will increase as a result of the listing of our shares on Nasdaq.
Our management has limited experience in operating a public company.
Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to our management and our growth. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is likely that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.
Because we became a public reporting company by means other than a traditional underwritten initial public offering, our shareholders may face additional risks and uncertainties.
Because we became a public reporting company by means of consummating a de SPAC business combination rather than by means of a traditional underwritten initial public offering, there was no independent third-party underwriter involved in the going public process of the combined company, and, accordingly, our shareholders did not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in an initial public securities offering. Due diligence reviews typically include an independent investigation of the background of a company, any advisors of the company and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. While private investors and management in our business combination undertook a certain level of due diligence, it was not necessarily the same level of due diligence undertaken by an underwriter in a traditional initial public offering and, therefore, there could be a heightened risk of an incorrect valuation of the business.
The resignation of Nomura as our exclusive financial advisor may indicate that it is unwilling to be associated with the disclosure in SEC filings and the underlying business analysis related to our initial business combination.
On June 29, 2022, Nomura resigned from its role as our exclusive financial advisor, effective as of April 27, 2022, and waived its entitlement to the payment of any fees or expense reimbursements. On March 30, 2022, prior to the resignation of Nomura, the SPAC Rule Proposals relating to, among other items, disclosures in SEC filings and the treatment of investment banks in connection with business combination transactions involving special purpose acquisition companies. The uncertainty related to the treatment of investment banks following the SPAC Rule Proposals was the reason Nomura gave for its resignation. Nomura did not have a role in the negotiation of any materials related to or arising out of our initial business combination and had no role in any subsequent preparation of the disclosure in SEC filings. Neither Moolec Science Ltd. nor LightJump (our predecessor entities) relied on Nomura in the preparation and analysis of materials related to the initial business combination.
We note that Nomura was provided with the disclosures in SEC filings pertaining to its roles and resignation, however we did not receive a response from Nomura whether they agree with either the risks or the conclusions stated therein that are associated with its role and resignation. While Nomura did not provide any additional detail in its resignation letters either to Moolec or to the SEC, such resignation may be an indication by Nomura that it does not want to be associated with the disclosure in SEC filings, including any discussion related to reasons for its withdrawal, or the underlying business analysis related to the initial business combination. Shareholders and investors should not place any reliance on the fact that Nomura has been previously involved with the Business Combination solely as it was engaged as the exclusive financial advisor to Moolec.
Sales of a substantial number of our securities in the public market by our existing securityholders, including management, could cause the price of our Ordinary Shares and warrants to decrease significantly.
Sales of a substantial number of Ordinary Shares in the public market by our existing securityholders, including management, or the perception that those sales might occur, could depress the market price of our Ordinary Shares and warrants and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Ordinary Shares and warrants.
There is substantial doubt about whether we will be able to comply with the continued listing standards of the Nasdaq Capital Market, which may result in restrictions to our listing and trading volume.
Our Ordinary Shares are currently listed on the Nasdaq Capital Market. Our continued eligibility for listing depends on our ability to satisfy the continued listing standards of Nasdaq. Those listing standards generally require that we have $500,000 of net income from continuing operations, or at least $2.5 million in stockholders’ equity or at least $35 million in market capitalization. In addition, we need to maintain an average stock price per share of at least $1.00 and a “public float” (equity held by non-affiliates) of at least $1 million. There is substantial doubt whether we will be able to company with these continued listing standards.
If Nasdaq delists our Ordinary Shares from trading on its exchange for failure to meet the listing standards, our shareholders could face significant material adverse consequences including:
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities”. Because our Ordinary Shares are listed on Nasdaq or another national securities exchange, they are covered securities. If our securities were no longer listed on Nasdaq, they would not be covered securities and we would be subject to regulation in each state in which we offer securities.
We may be automatically delisted from the Nasdaq Capital Market because our Ordinary Shares have been trading at less than $1.00 per share.
Companies listed on Nasdaq are subject to delisting for, among other things, failure to maintain a minimum closing bid price of $1.00 per share for 30 consecutive business days, pursuant to the NASDAQ Listing Rule 5450(a)(1).
On November 14, 2025, the Company received a determination letter (the “Nasdaq Determination Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the closing bid price of the Company’s ordinary shares had been below the minimum $1.00 per share requirement for the last 30 consecutive business days, as set forth in Nasdaq Listing Rule 5550(a)(2), and informing the Company of their view that the Company would not be afforded an automatic 180-day period to regain compliance with such rule.
The Company has submitted a timely appeal to a Nasdaq Hearings Panel, through which it will request the granting of a 180- day period to submit and effect a compliance plan, which includes a potential implementation of a reverse stock split, if determined to be in the best interest of shareholders.
The submission of the appeal automatically stays the effect of the Nasdaq Determination Letter until the appeal has been considered, which took place on December 18, 2025. Accordingly, the Company’s ordinary shares will continue to trade on The Nasdaq Capital Market under the symbol “MLEC” without interruption pending the appeal decision.
On December 16, 2025, the shareholders held an extraordinary general meeting (“EGM”) and approved, among other matters, a reverse stock split on the basis of a ratio to be approved by the board of directors (the “Board”) that is no less than ten-to-one and no more than twenty five-to-one, to be determined by Board of Directors and to be effective on a date between December 17, 2025 and May 14, 2026, depending on whether our request for a 180 days extension period is granted. The reverse stock split will cause our ordinary share price to increase by a minimum of ten times on the date we file the amended and restated articles and memorandum of association (the “Articles”). The Board determined on December 19, 2025, the final reverse stock split ratio consolidation of fifteen-to-one, to be effective on or around January 5, 2026.
The Company intends to continue closely monitoring the closing bid price for its Ordinary Shares and remains committed to evaluating and executing all appropriate actions to cure the deficiency and regain compliance with Nasdaq Listing Rule 5550(a)(2). The receipt of the Nasdaq Determination Letter does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.
On November 24, 2025, the Company received a letter (the “Letter”) from the Listing Qualifications Department of Nasdaq stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Annual Report on Form 20-F for the year ended June 30, 2025 (the “Form 20-F”) with the Securities and Exchange Commission (the “SEC”).
As the Company stated in the form 12b-25 filed with the SEC on October 31, 2025, it was unable to file the Form 20-F in a timely manner due to complexities that arose immediately after the closing of the business combination in mid-June 2025, two weeks prior to Moolec’s fiscal year end of June 30. The business combination involves complex accounting, including the imposition of reverse acquisition accounting and valuation of acquired assets and liabilities.
The Company has requested a stay of suspension to the Nasdaq Hearings Panel, which automatically stayed the effect of the Letter until the panel hearing, which took place on December 18, 2025. Accordingly, the Company’s ordinary shares will continue to trade on The Nasdaq Capital Market under the symbol “MLEC” without interruption during the time period when the panel decision is pending.
However, we cannot ensure you that we will be able to comply with the minimum closing bid price requirements or other requirements for continued listing on the Nasdaq Capital Market in the future. Further, if our Ordinary Shares are delisted from Nasdaq, our securities would likely trade in the over-the-counter market.
If our securities were to trade on the over-the-counter market, selling our Ordinary Shares could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and security analysts’ coverage of us may be reduced. In addition, in the event our Ordinary Shares are delisted, broker-dealers have certain regulatory burdens imposed upon them, which may discourage broker-dealers from effecting transactions in our Ordinary Shares, further limiting the liquidity of our Ordinary Shares. These factors could result in lower prices and larger spreads in the bid and ask prices for our Ordinary Shares. Such delisting from the Nasdaq and continued or further declines in our share price could also greatly impair our ability to raise additional necessary capital through equity or debt financing and could significantly increase the ownership dilution to shareholders caused by our issuing equity in financing or other transactions.
The price of our securities may be volatile, and their value may decline.
We cannot predict the prices at which our securities, which include our Ordinary Shares and warrants, will trade. The market price of our securities may fluctuate substantially and may be lower than the current market price. In addition, the trading price of our securities is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our securities as you might be unable to sell your securities at or above the price you paid. Factors that could cause fluctuations in the trading price of our securities include the following:
Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may also adversely affect the market price of our securities. In addition, technology stocks have historically experienced high levels of volatility. In the past, companies who have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention.
Our warrants are exercisable for our Ordinary Shares, which will increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.
As of June 30, 2025, there were 1,698,987 warrants outstanding, 1,109,987 entitling the holder to purchase one Ordinary Share for every 10 warrants exercised at an exercise price of US$115.00 per share and 500,000 at an exercise price of US$20.00. To the extent such warrants are exercised, additional Ordinary Shares will be issued, which will result in dilution to the holders of our Ordinary Share and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our Ordinary Shares.
Assuming the exercise of all outstanding warrants for cash, we would receive aggregate proceeds of approximately US$137,648,505. However, we will only receive such proceeds if all warrant holders fully exercise their warrants. The exercise price of our warrants is US$115.00 per share or US$20.00 per share, as applicable, subject to customary adjustments. We believe that the likelihood that warrant holders determine to exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Ordinary Shares. If the market price for our Ordinary Shares is less than the exercise price of the warrants (on a per share basis), we believe that warrant holders will be very unlikely to exercise any of their warrants, and accordingly, we will not receive any such proceeds. There is no assurance that the warrants will be “in the money” prior to their expiration or that the warrant holders will exercise their warrants. As of December 26, 2025, the closing price of our Ordinary Shares was US$0.2403 per share. Warrant holders may exercise the warrants on a cashless basis at our option in accordance with the Warrant Amendment. To the extent that any warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of the warrants will decrease.
A market for our securities may not continue, which would adversely affect the liquidity and price of our Ordinary Shares and Warrants.
The price of our securities may fluctuate significantly due to the market’s reaction to general market and economic conditions. An active trading market for our securities may never develop or, if developed, it may not be sustained. In addition, the price of our securities can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our securities are delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if it were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.
If securities or industry analysts cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding Ordinary Shares adversely, then the price and trading volume of Ordinary Shares could decline.
The trading market for the Ordinary Shares is influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. There is currently one publication that covers us. However, if no securities or industry analysts further cover us, the price and trading volume of our ordinary shares would likely be adversely affected. If any of the analysts who cover us change their recommendation regarding our Ordinary Shares adversely, or provide more favorable relative recommendations about our competitors, the price of the Ordinary Shares would likely decline. If any analyst were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause Ordinary Share price or trading volume to decline.
We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Ordinary Shares.
We do not intend to pay any cash dividends in the foreseeable future, and any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, you may need to rely on sales of our Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on your investment.
As a “foreign private issuer,” we are exempt from a number of U.S. securities laws and rules promulgated thereunder and will be permitted to publicly disclose less information than U.S. public companies must disclose. This may limit the information available to holders of the Ordinary Shares and may pose additional risks and less regulatory protection for our shareholders in comparison to domestic issuers.
We qualify as a “foreign private issuer,” as defined in the SEC’s rules and regulations, and, consequently, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. For example, some of our key executives may sell a significant number of Ordinary Shares and such sales will not be required to be disclosed as promptly as public companies organized within the United States would have to disclose. Accordingly, once such sales are eventually disclosed, the price of Ordinary Shares may decline significantly. Moreover, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. We are also not subject to Regulation FD under the Exchange Act, which would prohibit us from selectively disclosing material nonpublic information to certain persons without concurrently making a widespread public disclosure of such information. Accordingly, there may be less publicly available information concerning us than there is for U.S. public companies.
As a “foreign private issuer,” we file an annual report on Form 20-F within four months of the close of each fiscal year ended June 30 and furnish reports on Form 6-K relating to certain material events promptly after we publicly announce these events. However, because of the above exemptions for foreign private issuers, which we intend to rely on, our shareholders will not be afforded the same information generally available to investors holding shares in public companies that are not foreign private issuers.
We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses. This would subject us to GAAP reporting requirements which may be difficult for us to comply with.
As a “foreign private issuer,” we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under those rules, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on December 31, 2025.
In the future, we could lose our foreign private issuer status if a majority of our Ordinary Shares are held by residents in the United States and we fail to meet any one of the additional “business contacts” requirements. Although we intend to follow certain practices that are consistent with U.S. regulatory provisions applicable to U.S. companies, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws if we are deemed a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and prospectuses on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, we would become subject to the Regulation FD, aimed at preventing issuers from making selective disclosures of material information. We also may be required to modify certain policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs.
In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements of Nasdaq that are available to foreign private issuers. For example, Nasdaq’s corporate governance rules require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation, nomination of directors, and corporate governance matters. As a “foreign private issuer”, we are permitted to follow home country practice in lieu of the above requirements. As long as we rely on the foreign private issuer exemption to certain of Nasdaq’s corporate governance standards, a majority of the directors on our Board are not required to be independent directors, our compensation committee is not required to be comprised entirely of independent directors, and we will not be required to have a nominating committee. Also, we would be required to change our basis of accounting from IFRS as issued by the IASB to GAAP, which may be difficult and costly for us to comply with. If we lose our foreign private issuer status and fail to comply with U.S. securities laws applicable to U.S. domestic issuers, we may have to de-list from Nasdaq and could be subject to investigation by the SEC, Nasdaq and other regulators, among other materially adverse consequences.
Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.
We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgements obtained in the United States courts against our directors or officers.
Our corporate affairs are governed by our Articles, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.
The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.
Shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Our directors have discretion under our Articles to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
We have been advised by Ogier (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.
U.S. Tax Risk Factors
We believe we likely were a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for our taxable year ending June 30, 2025, and may be classified as a PFIC for our current taxable year or future taxable years which could subject U.S. holders of the Ordinary Shares to adverse U.S. federal income tax consequences.
A non-U.S. corporation will be a PFIC for U.S. federal income tax purposes in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,” either (i) at least 75% of the corporation’s gross income is “passive income” or (ii) at least 50% of the value of the corporation’s assets (generally based on the quarterly average of the value of its assets during the taxable year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, certain royalties and rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains.
Based on the composition of our income, we believe we likely were a PFIC for our taxable year ending June 30, 2025, and may be a PFIC for our current taxable year or future taxable years. However, since the tests for determining PFIC status are applied annually after the close of the taxable year, and it is difficult to predict accurately future income and assets relevant to this determination, there can be no assurance with respect to our PFIC status for our current taxable year or any future taxable year. Further, we provide no assurances that we will make a determination as to our PFIC status in respect of any taxable year. The fair market value of our assets is expected to depend, in part, upon (a) the market value of the Ordinary Shares, and (b) the composition of our assets and income. Because we may value our goodwill based on the market value of the Ordinary Shares, a decrease in the market value of the Ordinary Shares and/or an increase in cash or other passive assets would increase the relative percentage of our passive assets. The application of the PFIC rules is subject to uncertainty in several respects and, therefore, no assurances can be provided that the IRS will not assert that we are a PFIC with respect to any taxable year.
If we are a PFIC in any year during which a U.S. holder (as defined under “U.S. Federal Income Tax Considerations”) owns the Ordinary Shares, subject to the discussion below regarding the mark-to-market or qualified electing fund elections,, a U.S. holder generally will be subject to special rules with respect to (i) any “excess distribution” (generally, any distributions received by a U.S. holder on its Ordinary Shares in a taxable year that are greater than 125% of the average annual distributions received by the U.S. holder in the three preceding taxable years or, if shorter, the U.S. holder’s holding period for the Ordinary Shares) and (ii) any gain realized on the sale, exchange, redemption or other taxable disposition of Ordinary Shares. Under these rules (a) the excess distribution or gain will be allocated ratably over the U.S. holder’s holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we became a PFIC will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year.
U.S. holders should consult their tax advisors regarding the likely application of the PFIC rules and the consequences to them, including potential reporting requirements, if we are a PFIC for any taxable year, and should read the discussion below under “U.S. Federal Income Tax Considerations––Passive Foreign Investment Company Rules.”
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
General Overview
Moolec is an integrated ingredient and food-tech platform built on two complementary engines for producing alternative proteins. On one front, the Company advances its molecular farming programs in crops such as soy and safflower to produce proteins and lipids with animal-like functionality and plant-based cost structures. On the other front, Moolec is developing a precision fermentation facility in Finland, under the SynBio Powerlabs brand, which will be dedicated to producing target proteins, enzymes, and other biomolecules using optimized microbial and cellular systems. Once operational, this facility will provide an industrial pathway to design, ferment, and scale alternative proteins while establishing commercial channels with leading food companies.
The combination of these two complementary approaches, farming and fermentation, enables the Company to accelerate time-to-market, diversify technology risks, and anchor production costs in agricultural scalability, without compromising product functionality or organoleptic properties.
The fermentation capabilities being developed in Finland expand Moolec’s scientific base, strengthening the Company’s original expertise in yeasts and microorganisms while enabling rapid iteration, precise specification, and controlled protein production. In parallel, Moolec’s Molecular Farming programs — Piggy Sooy (porcine proteins expressed in soybean) and GLASO (safflower-derived GLA oil) — continue to advance through agronomic, regulatory and scale-up stages. Both technological platforms converge under a single strategic thesis: to produce ingredients with animal-like quality and functionality through biological systems that combine scalability, affordability, and sustainability.
Our execution capacity is underpinned by Agrality, Moolec’s in-house service platform with operations in Argentina, Brazil, and the United States. Agrality provides field trials, regulatory testing, crop characterization, analytics and seed production, as well as comprehensive crop and field monitoring, a capability that is key to ensuring cost efficiency and operational precision. These integrated services enable us to design, test and iterate in real agricultural conditions while reducing friction in the data packages required for Piggy Sooy, GLASO, and our future molecular farming pipeline.
Complementing this, InMet contributes to a synthetic biology and small-scale fermentation platform that includes pilot-plant capabilities, protein engineering, metabolomics and synthetic strain optimization. InMet bridges the critical gap between discovery and industrial scale-up, allowing us to design, ferment and characterize molecules at pilot scale, de-risking processes prior to large-scale production and improving the cost and success profile of commercialization.
Our formal equity relationship with Bioceres Crop Solutions provides access not only to biological inputs that enhance productivity and plant health, but also to the HB4® climate-smart technology platform, which strengthens sustainability and crop yield under stress conditions. These assets directly support the scalability of our Molecular Farming programs in the field and help mitigate agronomic volatility.
A further dimension of sustainability is provided by Gentle Tech, which contributes agricultural-machinery innovations such as harvesting heads and prototypes that are lighter, consume less fuel, reduce soil compaction, and increase throughput and harvesting speed. These advances improve both the cost and environmental profile of our farming operations, extending our sustainability logic from laboratory and fermenter to the field and harvest.
In summary, Moolec operates an integrated platform encompassing R&D, manufacturing, and regulatory capabilities that span from molecular design to validation in both fermenter and field environments. Moolec’s multidisciplinary team includes PhDs, food scientists, agronomists and experienced industry professionals, with operations across the United States, Europe, and South America. On the commercial front, the Company is building channels for fermentation-derived ingredients with leading food industry partners in Europe, the United States, and Mexico, while advancing regulatory approvals and supply chain development for its Molecular Farming products.
Moolec’s ambition is to consolidate a portfolio of ingredients that combine animal-like functionality with plant-based cost structures, supported by proprietary intellectual property, industrial assets, and in-house execution capabilities.
For investors, this represents a platform with multiple value horizons: near-term revenues from services and fermentation contracts; mid-term opportunities from precision-fermented proteins; and long-term scalability from validated Molecular Farming traits and ingredients. This strategy is anchored in differentiated, hard-to-replicate assets, proprietary infrastructure spanning fermentation, pilot, and field scales, strong regulatory and IP capabilities, access to HB4® and other advanced biological inputs, and a continuous learning cycle that connects and enhances both our fermentation and farming operations.
Our History
Moolec was incorporated under the laws of the Grand Duchy of Luxembourg on May 23, 2022, as a public limited liability company (Société Anonyme) governed by the laws of the Grand Duchy of Luxembourg, having our 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. Following the Redomiciliation, our address is at c/o Ogier Global (Cayman) -89 Nexus Way, Camana Bay, Grand Cayman KY1-9009. Our principal website address is www.moolecscience.com and our Investor Relations website address is ir.moolecscience.com. The SEC also maintains a website at http://www.sec.gov which contains reports and other information regarding registrants that file electronically with the SEC. We do not incorporate by reference the information contained on, or accessible through, our websites into this annual report on form 20-F, and you should not consider such information to be a part of this annual report.
On April 24, 2023, we completed the acquisition of ValoraSoy Food Ingredients from the sellers pursuant to a share purchase agreement. ValoraSoy Food Ingredients specializes in the production of textured soy proteins and has a long track record of providing high-quality products and customized solutions to clients in more than 15 countries across three continents. Its products are manufactured through various extrusion processes to obtain vegetable proteins with texture and fibrousness similar to those of meat, with applications in hamburgers, sausages, and other plant-based products. As a result of this acquisition, we acquired all of the issued and outstanding equity securities of ValoraSoy Food Ingredients, which became our wholly owned subsidiary, for total aggregate consideration of $2.6 million, payable in a combination of cash and equity.
On June 16, 2025, we completed the business combination with Bioceres Group Limited, Nutrecon LLC and Gentle Technologies Corp. pursuant to the terms of the Business Combination Agreement approved by our shareholders. Through this transaction, we acquired all the issued and outstanding equity interests of Bioceres Group and Nutrecon and 50% of Gentle Tech, integrating into our company mature agricultural biologicals and seed businesses, nutritional solutions, and emerging technology ventures. In consideration for the contributed entities, we issued approximately 6.2 million of our ordinary shares to the shareholders of Bioceres Group, 450,000 of our ordinary shares and 500,000 private warrants with an exercise price of US$20.00 per share to the shareholders of Nutrecon, and 132,750 to the shareholders of Gentle Tech. Also, Moolec Science SA committed to issue additional ordinary shares twelve months after the acquisition date, representing the 10% of the total shares to be issued (the “Holdback”), representing approximately 0.7 million of ordinary shares to the shareholders of Bioceres Group, 50,000 of ordinary shares to the shareholders of Nutrecon, and 14,750 ordinary shares to the shareholders of Gentle Tech. As a result of this combination, Bioceres Group, Nutrecon and Gentle Tech became subsidiaries of Moolec, and our company evolved into a diversified life sciences and food-tech platform. For more information see “—B. Business Overview—Significant Transactions—The Bioceres Group Business Combination Agreement.”
Recent developments
Support letter and working capital financing agreement
On December 17, 2025, the Company entered into a support letter with its principal shareholder, Union Group Ventures Limited, which has confirmed its intention to take all reasonable steps and to use commercially reasonable efforts to enable Moolec Science SA to continue its operations and to meet its liabilities incurred in the ordinary course of business as they become due for a period of twelve (12) months from the submission of this annual report on Form 20-F. In addition, in November 2025, the Company consummated a loan financing of US$2.5 million, primarily intended to support working capital and operational needs of Glaso, Synbio Powerlabs Oy, and ValoraSoy S.A.
GLASO (Plant-Engineered Safflower Platform) – AG Biomolecules LLC
On December 11, 2025, Moolec’s GLASO platform achieved a significant operational milestone with the successful completion of its U.S. GLASO safflower campaign, marking the Company’s first large-scale expansion of its plant-engineered molecular farming platform. This campaign demonstrates Moolec’s ability to execute at commercial scale, transitioning from prior development and smaller pilot cycles into a broader agronomic deployment using existing U.S. farming infrastructure.
Key achievements include:
1) Expanded Acreage and Yield Performance: The 2025 campaign covered approximately 1,100 acres across the United States, more than doubling prior acreage, and delivered an average yield of ~2,200 lb/acre, representing a 57% year-over-year increase compared to 2024. This performance materially exceeded internal forecasts and reinforces confidence in agronomic optimization and operational execution.
2) Large-Scale Value-Chain Validation: These results provide the first evidence that the GLASO platform can operate successfully at commercial-scale volumes while maintaining traceability, quality, and cost discipline. This operational validation supports continued scale-up planning and reinforces Moolec’s ability to manage complex field deployments and harvest logistics.
3) High-Growth Commercial Opportunity: The campaign has uncovered early demand from leading wellness and performance brands in the U.S. nutrition and supplements market, a segment characterized by robust growth, premium positioning, and stringent quality requirements. This interest positions GLASO for entry into high-value functional lipid markets, including high-concentration GLA softgel applications, which could unlock differentiated commercialization pathways and access established distribution channels.
4) Strategic Commercial Focus: Management continues to emphasize disciplined, execution-led platform scaling, aligning capital expenditure with demonstrated agronomic performance and market pull. The 2025 GLASO campaign represents a foundational step toward repeatable commercial-scale production, improved inventory availability for customers, and the potential for recurring revenue streams tied to high-value end markets.
Overall, GLASO’s 2025 U.S. campaign reinforces Moolec’s ability to transform scientific innovation into tangible, operational outcomes by testing and validating key assumptions related to acreage scalability, crop performance, supply chain execution, and commercial demand. This progress enhances Moolec’s operational credibility and supports improved oversight, financial controls, and execution discipline at the subsidiary level.
In parallel, Moolec’s next molecular farming technology, Piggy Sooy (porcine proteins expressed in soybean, technology patented in the United States), continues to advance through agronomic development, regulatory pathways, and scale-up. Together with GLASO, Piggy Sooy converges under a single strategic thesis: the production of ingredients with animal-like quality and functionality through biological systems that deliver scalability, affordability, and sustainability.
Synbio Powerlabs Oy (Precision Fermentation Platform)
Synbio Powerlabs has successfully completed the construction of a one-of-a-kind precision fermentation pilot facility in Finland, co-financed by the European Union and Business Finland, reflecting strong institutional validation and public-sector support. The multipurpose facility is now equipped with state-of-the-art bioreactor infrastructure spanning 50 L, 500 L, 10,000 L, and two 27,000 L units, enabling a unique, fully integrated scale-up pathway from laboratory to commercial volumes within a single site. The installation of this core equipment has recently been completed.
In parallel, Synbio Powerlabs has secured a binding commercial agreement with a cultivated meat company to scale its production process from 400 L to 10,000 L at the Synbio Powerlabs pilot facility. This engagement represents a significant operational milestone, positioning the facility as an enabling platform for advanced scale-up in high-value applications, including premium Wagyu and Angus cultivated meat markets. Management views this agreement as an important validation of the facility’s technical capabilities, execution readiness, and potential to support revenue-generating pilot-to-commercial transition activities, while maintaining disciplined cost controls and operational oversight.
ValoraSoy (Value-added Soy Ingredients Platform)
ValoraSoy operates as a commercially active subsidiary focused on the production and international commercialization of value-added, texturized soy ingredients for a broad range of food applications. The business maintains an established export footprint across multiple international markets and supplies differentiated solutions tailored to customer specifications, supported by an industrial-scale production platform. ValoraSoy’s operations generate recurring commercial activity and provide the Company with near-term operating revenues.
Under the Company’s renewed management framework, ValoraSoy is prioritizing operational discipline, cost optimization, and improved working-capital management, while continuing to leverage its existing manufacturing capabilities and customer relationships. In parallel, management is actively pursuing new market entry opportunities and customer expansion initiatives, with a focus on geographies and applications that align with the Company’s margin and risk objectives. Enhanced internal controls have been implemented around production planning, inventory management, and commercial contracting to ensure scalability is matched with financial oversight and transparency.
Agrality Inc. (Agricultural Biotechnology Platform)
Agrality operates as a strategic innovation and integration platform within Moolec’s portfolio, supported by its own operational and R&D facilities in the United States, Brazil, and Argentina. This geographic footprint provides Agrality with direct access to key agricultural regions, talent pools, and partner ecosystems, enabling hands-on development, testing, and validation of agricultural biotechnology initiatives across diverse regulatory and production environments.
As part of the Company’s broader integration and operational optimization strategy, Moolec has relocated its GLASO research and development platform to Agrality’s R&D headquarters in Lafayette, United States. This integration consolidates technical capabilities, infrastructure, and personnel within a single, established facility, strengthening cross-functional collaboration between molecular farming, agronomy, and downstream application teams.
The relocation has resulted in meaningful operational efficiencies, including reduced overhead, elimination of duplicative infrastructure, and improved coordination of research, regulatory, and commercial preparation activities. By leveraging Agrality’s existing facilities and operational backbone, management has enhanced execution speed while maintaining tighter control over costs, capital allocation, and project oversight. This integration supports a more disciplined operating model and reinforces the Company’s focus on efficiency, scalability, and internal control enhancement across its subsidiaries.
Our Strengths and Competitive Positioning
Environmental Advantages.We believe our platform offers measurable environmental benefits by shifting protein and lipid production away from resource-intensive animal systems toward biology-based processes that can be scaled either in controlled fermentation environments or through existing agricultural infrastructure. In Molecular Farming, the expression of functional proteins and oils directly in crops (e.g., Piggy Sooy in soybean and GLASO in safflower) has the potential to reduce greenhouse gas emissions, land use, and blue-water consumption compared to conventional animal supply chains, while mitigating downstream impacts associated with intensive livestock production. In precision fermentation, producing target proteins, enzymes and other biomolecules using optimized microbial and/or cellular systems enables high conversion efficiency, flexible geographic deployment, and tight control of inputs and utilities, collectively reducing waste and supporting the transition to cleaner energy sourcing over time.
A core element of the environmental profile is traceability-by-design. For field programs, we implement identity-preserved seed lots, to maintain chain-of-custody from seed increase through harvest and processing. For fermentation, the Finland facility (SynBio Powerlabs) will adopt a traceability-by-design approach, incorporating batch genealogy, electronic batch records, and analytical release criteria to link every production lot to its complete materials and utilities history. Together, these systems will enable cradle-to-gate life cycle assessments and support alignment with emerging deforestation-free and supply chain transparency frameworks across our target markets.
Our pipeline is designed to strengthen environmental performance at the product level. Through GLASO, we valorize safflower oil while utilizing its co-products —such as meal streams with established regulatory pathways— to improve overall material efficiency. Piggy Sooy aims to achieve animal-like functionality within a crop-based platform, which, if scaled, could replace part of the animal-derived inputs currently used in the food industry, thereby reducing land use and emission intensity per unit of functionality delivered. In fermentation, our programs leverage microbial and cellular systems, focusing on fungi-based proteins and complementary yeast platforms to produce high-purity, consistent outputs with minimal downstream losses. This approach improves yield efficiency and enables localized or regional production close to demand centers.
Through the recent Business Combination, we have incorporated several enablers that enhance our environmental performance. Access to HB4® climate-smart technologies and other biological inputs through our relationship with Bioceres Crop Solutions is designed to improve water-use efficiency and yield stability under stress, thereby reducing agronomic volatility and input intensity across our field programs. Gentle Tech’s lightweight harvesting heads and prototype machinery are engineered to lower fuel consumption, reduced soil compaction, and increase harvest throughput, improving both the energy and soil-health footprint of our Molecular Farming operations. At sub-industrial scale, InMet’s synthetic-biology and pilot-fermentation capabilities enable us to de-risk processes prior to full scale-up, minimizing failed large-batch runs and the associated waste.
Overall, by combining field-scale biology with controlled fermentation and embedding traceability across both systems, we aim to lower unit environmental intensity, minimize waste through co-product utilization and disciplined process design, and document outcomes with auditable data trails. This integrated configuration positions our portfolio to meet customer expectations for functionality and cost while supporting credible, data-driven sustainability claims.
Shift in Consumer Preferences. Consumers’ increasing focus on health, sustainability, ethical sourcing, animal welfare, and convenience is driving food producers and retailers to rethink portfolios traditionally dependent on animal-derived inputs. Our dual-engine platform – combining molecular farming in crops with precision fermentation in controlled facilities – is uniquely positioned to meet this transition, delivering animal-like functionality with plant-based efficiency, scalability, and full traceability. We plan to continue advancing our brand and product portfolio, while forging partnerships with food companies that seek credible, scalable, and cost-effective alternatives. Although consumer preferences differ across markets and price segments and may evolve over time, we believe this structural shift toward sustainable protein sources positions us favorably against conventional suppliers. See Item 4.B—Business Overview.
Industrial Shift.The food and feed industries are undergoing a global ingredient transition. We believe this shift is driven by six structural pillars: (i) supply-chain resilience, (ii) cost dynamics, (iii) compliance and responsible sourcing, (iv) operational complexity, (v) sustainability, and (vi) innovation.
We believe our dual-engine platform—molecular farming in crops and precision fermentation in controlled facilities—is designed to address these structural pillars by enabling localized or regionalized production, identity-preserved and traceable supply chains, and ingredient functionality with plant-based economics. Traceability is built into both systems: through georeferenced field lots and chain-of-custody protocols in farming, and batch genealogy with electronic batch records in fermentation.
In Molecular Farming, our programs, including Piggy Sooy and GLASO, aim to deliver animal-like performance while leveraging existing agricultural infrastructure. In precision fermentation, our Finnish facility focuses on fungi-based proteins with high specification control and flexible geographic siting.
Together with Agrality (field trials, regulatory testing, and crop characterization), InMet (synthetic biology and pilot-scale fermentation), and our relationship with Bioceres Crop Solutions (biological inputs and HB4® climate-smart technologies), we believe these capabilities will help mitigate—though not fully eliminate—risks related to supply availability, cost volatility, compliance, and operational constraints, while supporting our customers’ increasing demands for sustainability and innovation. See Item 3.D—Risk Factors.
Taste and Texture. Alternatives to animal-derived foods are steadily advancing toward parity with their conventional counterparts, supported by a growing base of consumers who actively choose plant-based products. To achieving a meaningful global impact on sustainability and health, however, broader adoption is needed. This requires appealing not only to committed vegans but also flexitarian and reducetarian consumers who seek familiar taste, texture and functionality.
We believe that success in this space depends on developing products that convincingly replicate the sensory and functional attributes of animal-based products while offering nutritional, cost, and environmental advantages. If these products can endure across one or two generations, a structural shift in food systems could begin—gradually transitioning towards ingredients that are less animal-like but superior in efficiency and sustainability.
Our approach, which includes expressing animal proteins in plants, aims to enhance the functionality of plant- and seed-based formulations that dominate the alternative protein sector. These animal-derived proteins confer key properties—such as texture, binding, and stability— that are difficult to replicate with conventional plant ingredients. Combined with advances in flavor development using plant and/or microbial systems, we believe this can move the industry closer the delivering taste and performance with traditional animal-based products.
We believe our products resonate with consumers who appreciate the traditional taste and texture of meat but share our values around sustainability and innovation. One of the main challenges for the science-based food ingredient industry has been replicating the sensory experience of meat – particularly its taste and texture. Through our technology, the key proteins responsible for these attributes are produced directly within the plants themselves. This unique approach positions us at an advantageous position when compared to competitors that rely on external formulations or processing methods to recreate meat-like qualities.
Nutritional Values. We are a mission-driven company, and nutritional value is central to our priorities. Increasingly, data highlights the link between diet, general health, and wellbeing. Many foods that are attractive in terms of taste, cost, or convenience may not contribute to a balanced diet and replacing them while still appealing to mainstream consumers remains a challenge.
Through molecular farming, we produce animal proteins directly in plants, maintaining the same amino acid sequences as those naturally consumed by humans throughout evolution. By incorporating these proteins in crops, we aim to enhance the overall nutritional profile of the products we develop.
For the health-conscious consumer, we believe this represents a strong competitive advantage. Our technology is designed to deliver the nutritional benefits of traditional meat, including specific animal proteins, without relying on less healthy ingredients typically used to recreate meat alternatives. As discussed above, currently consumers are more health conscious when making decisions related to their food; we are well positioned to capitalize on this growing trend.
Scalability and Low Costs. We aim to achieve scalable and competitive unit economics throughout two complementary production engines—molecular farming in crops and precision fermentation in controlled facilities—each designed to leverage existing infrastructure and minimize downstream complexity.
In molecular farming, the expression of functional proteins and lipids in soybean and safflower allows post-harvest operations to remain largely aligned with established oilseed workflows, reducing incremental capital and operating expenditures. Agrality supports seed multiplication and trialing across Argentina, Brazil, and the United States, accelerating time-to-scale, while ValoraSoy adds soy texturization and downstream processing to capture margin steps and improve conversion efficiency; co-product valorization (e.g., meal and oil fractions) further enhances overall material efficiency.
In precision fermentation, our Finland facility focuses on volumetric productivity, batch consistency, and specification control. This enables modular capacity expansion close to demand centers and progressive cost-of-goods improvements through strain and process optimization. InMet provides synthetic-biology and pilot-scale fermentation capabilities, bridging discovery and industrial scale to de-risk process development and reduce the cost of failures.
Taken together, precision fermentation offers a controllable cost base and rapid iteration, while molecular farming offers agriculture-scale volumes and plant-based economics. The combination diversifies cost drivers, expands supply optionality, and supports competitive pricing across applications in food, pet food, feed and dietary supplements. Although input, agricultural and energy costs may fluctuate, we believe that this dual-engine configuration, supported by Agrality’s scale-up services and ValoraSoy’s processing platform, positions us to achieve lower unit costs at scale compared to both conventional animal inputs and certain alternative protein technologies. See Item 3.D—Risk Factors and Item 5—Operating and Financial Review and prospects.
One of our lead products, Mycofood™ exemplifies Moolec’s approach in action. It is a scalable, 100% animal-free protein ingredient obtained through precision fermentation of fungal biomass. Designed to deliver a neutral taste and versatile texture, it can be seamlessly integrated into a wide range of food systems—from meat analogues to protein-enriched formulations—without altering flavor or mouthfeel. With a PDCAAS of 0.92, comparable to beef and soy, Mycofood™ provides complete nutritional quality while ensuring consistency and functionality. Produced under HACCP and GMP standards using traceable, non-GMO inputs, it offers a reliable, sustainable, and label-friendly alternative for manufacturers seeking high-performance proteins that meet growing consumer demand for taste, texture, and environmental responsibility.
Management team and Industry Expertise. We are led by an experienced management team with deep expertise in molecular farming, precision fermentation, crop science, and agri-food commercialization. Our leadership includes Ph.D. -level scientist and seasoned industry operators with multi-decade track records across the United States, Europe and Latin America. Following the Business Combination, we strengthened our capabilities in nutrition and synthetic biology (including pilot- and industrial-scale fermentation) and integrated in-house regulatory, intellectual property, and field-trial functions through Bioceres, Agrality and InMet. We believe this combination of scientific excellence and operational experience enables disciplined scale-up, credible customer engagement, and capital-efficient growth. See “Item 6. Directors, Senior Management and Employees”.
Industry Overview
The global food, feed, and ingredient industries are in a period of structural transformation shaped by economic, environmental, and technological forces. Growing consumer expectations around health, sustainability and transparency, alongside corporate and regulatory commitments to decarbonization and supply-chain resilience, are driving a shift toward new biological manufacturing models. These trends are accelerating demand for scalable alternatives to traditional animal-based inputs, opening new market segments for companies operating at the intersection of agricultural biotechnology, precision fermentation, and food-tech innovation. Within this evolving context, the competitive landscape is being redefined by platforms capable of delivering cost-effective, traceable, and functional ingredients that can be deployed across global value chains.
Market Dynamics and Demand Drivers
The global food and feed industries are undergoing a structural transition toward science-based proteins and lipids driven by sustained consumer interest in health, sustainability, animal welfare, and convenience, along with institutional priorities around cost efficiency, reliability, and traceability. What began as a niche movement has now evolved into mainstream and private-label adoption, where functionality, price and supply assurance are the key drivers of procurement decisions. While demand patterns have stabilized from the initial “hype” phase, structural tailwinds—including corporate decarbonization commitments, deforestation-free sourcing mandates, Scope 1–3 reporting, and nutritional reformulation initiatives—continue to reinforce long-term growth and integration of alternative and complementary ingredients across global value chains.
Supply, Geopolitics and Localized Production
Commodity and energy price volatility, climate events, livestock disease cycles, and geopolitical tensions have underscored the fragility of globalized supply chains. In response, the industry is showing growing interest in localized and regionalized production models, as well as flexible platforms capable of shifting between field-based and controlled-facility manufacturing. Customers are increasingly adopting multi-sourcing strategies, demanding auditable chain-of-custody systems, and seeking the ability to reposition production closer to demand centers to enhance supply resilience and reduce the risk of disruption. See Item 3.D—Risk Factors.
Regulatory and Traceability
Regulatory frameworks continue to evolve across jurisdictions. In the United States, pathways under USDA and FDA provide precedents for crop traits and feed/food uses; in the European Union and other markets, novel-food, traceability and deforestation-free rules are tightening, and acceptance of GMOs and gene editing varies by application. Across regions, identity preservation in agriculture and batch genealogy/electronic batch records in fermentation have become central to customers’ compliance programs and LCA / Scope 1–3 disclosures, reinforcing demand for platforms designed with traceability-by-design.
Technology Landscape
Two biological manufacturing modalities have become increasingly relevant: molecular farming, which leverages existing agricultural infrastructure to express functional proteins and oils in widely grown crops, aiming for plant-based cost structures and agriculture-scale volumes; and precision fermentation, which enables high-control, specification-tight production of proteins and functional molecules in industrial facilities that can be sited closer to demand, with modular capacity expansion. A complementary layer of CRO/CDMO-style services—including field trialing, regulatory analytics, seed increase and pilot/industrial fermentation—supports faster de-risking from discovery to scale-up and is increasingly procured by food, feed and ag-input companies seeking to externalize development steps. See Item 5—Operating and Financial Review and Prospects.
Addressable Markets (industry estimates)
These markets intersect across biotechnology services (e.g., field testing, breeding, seed production/processing, regulatory affairs), synthetic biology and fermentation (R&D, pilot and industrial scale), and sustainable equipment that improves energy use, soil impact and harvest throughput.
Capital Markets and Competitive Landscape
Financing conditions for alternative-protein and ag-biotech companies have been cyclical, favoring platforms that combine near-term revenue generation (including services), credible cost trajectories and disciplined scale-up. Competition includes incumbent animal-protein suppliers, plant-protein providers, fermentation-based entrants, emerging molecular-farming developers, and diversified ag-input companies. Differentiation increasingly depends on the ability to deliver functionality at target price, traceable supply, regulatory execution and scalable manufacturing across more than one biological route. See Item 3.D—Risk Factors.
Implications for Platform Strategy
Within this landscape, platforms that integrate field-scale biology and controlled fermentation—supported by CRO/CDMO-style capabilities and traceability-by-design—are positioned to offer customers supply optionality, cost resilience and auditable ESG data, which are becoming central to procurement decisions in food, feed and nutrition markets. This configuration aligns with the shift toward localized production, multi-sourcing and outcome-driven specifications that emphasize unit economics, reliability, and environmental performance over time.
Takeover Offers
We are not aware of any public takeover offers by third parties in respect of our securities, and we have not made any public takeover offers in respect of any other company’s securities, during the last or current financial year.
B. Business Overview
Significant Transactions
The Bioceres Group Business Combination.
Before the end of the fiscal year, on June 16, 2025, the Company consummated a business combination (the “Business Combination”). Prior to such consummation, a series of previous steps had taken place, as follows:
On May 22, 2025, the Company changed its jurisdiction by redomiciling Moolec Science (Luxembourg) from the Grand Duchy of Luxembourg to the Cayman Islands as Moolec Science (Cayman Islands) by way of continuation pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands. On the Effective Date, all of the shares of Moolec Science (Luxembourg), par value $0.10 per share by operation of law became shares of Moolec Science (Cayman Islands), par value $0.10 per share (the “Ordinary Shares”).
After completion of the Reverse Stock Split, all references to the Ordinary Shares, share data, per share data and related information have been adjusted for the Consolidation Ratio to reflect the Reverse Stock Split. The Reverse Stock Split has consolidated each ten of the Ordinary Shares into one Ordinary Share, with a new par value of $0.10 per Ordinary Share. Upon completion of the Reverse Stock Split, no fractional Ordinary Shares were issued, and any fractional Ordinary Shares resulting from the Reverse Stock Split were rounded up to the nearest whole Ordinary Share. Except for the adjustments that resulted from the treatment of fractional shares, the Reverse Stock Split did not have any dilutive effect on the shareholders.
On June 16, 2025, following the consummation of the Business Combination, the Company initiated integration processes across organizational, operational, and IT functions to support competitiveness and long-term sustainability. In parallel, management continued to advance the ongoing operations, which remain crucial to maintaining business continuity and supporting the successful execution of the integration and growth strategy. The consolidated results as of and for the year ended June 30, 2025 (“FY2025”) reflect purchase accounting. The prior period as of and for the year ended June 30, 2024 (“FY2024”) and for the year ended June 30, 2023 reflects the Predecessor on a stand-alone basis and does not include any effects of the Business Combination. As a result, variances between FY2025 and FY2024 primarily reflect changes in scope and basis of presentation rather than purely period-over-period operating trends, and therefore the periods are not directly comparable. Effective as of the Closing (i.e., June 16, 2025), the Company accounted for the Business Combination under IFRS 3, Business Combinations, using the acquisition method of accounting and treating the transaction as a reverse acquisition. Under this approach, Bioceres Group (the legal subsidiary) was considered the accounting acquirer, and Moolec Science SA (the legal acquirer) was considered the accounting acquiree, together with Gentle Tech and Nutrecon.
The Business Combination, initially announced on April 17, 2025, in which the Company, Bioceres Group (formerly, Bioceres Group PLC, one of the main shareholders of the Company), Gentle Tech and Nutrecon entered into the Bioceres Group Business Combination Agreement, pursuant to which several parties transferred their respective holdings in Bioceres Group, Nutrecon and Gentle Tech (together, the “Contributed Entities”) to the Company, in exchange of a combination of newly issued Company’s shares, and warrants, to the shareholders of the Contributed Entities. Following the closing, Moolec became the legal parent company of the combined group comprising Bioceres Group, Gentle Tech, and Nutrecon. The Business Combination was ratified by Moolec shareholders at the Extraordinary General Meeting (“EGM”) held on June 16, 2025, with 77% of the outstanding shares present at the meeting, and 98% of the votes cast were in favor of the transaction. From an accounting perspective and based on the guidance of IFRS 3, Bioceres Group Limited is deemed to be the accounting acquirer. The transaction was subsequently consummated on the same date, June 16, 2025 (the “Closing”).
The Group will continue to measure its retained interest in Theo I SCSp at fair value through profit or loss until the liquidation process is formally completed.
Customers and Contracts
ValoraSoy’s commercial operations resulted in sales to more than 80 clients, including 25 customers located across 14 countries on three continents. During the fiscal year ended June 30, 2025, we sold approximately 8,113 tons of products, of which 63% corresponded to textured soy proteins, with the remainder consisting of soybean oil and other by-products. This volume represents a 5% year-over-year increase.
Offtake Agreement
On July 15, 2024, we entered into an offtake agreement (the “Offtake Agreement”) with a leading global consumer packaged goods and pet food company for the supply and use of our GLA Safflower Oil product (GLASO). The Offtake Agreement has a term of three years and sets forth the commercial conditions for the delivery of 50 tons of GLASO to the U.S. market in 2025. In connection with the Offtake Agreement, we have established partnerships with farmers for safflower cultivation and with an industrial partner for downstream processing, ensuring a controlled and traceable supply chain for GLASO.
Moolec’s Platforms and Key Products
The table below outlines our product pipeline, which includes both commercialized and development-stage ingredients. Mycofood™ and ValoraSoy products are already available to food manufacturers as functional protein ingredients. GLASO, a safflower-derived oil rich in functional lipids, is currently incorporated into formulations for small-animal feed, extending its applicability beyond human food systems. Other programs remain under research and development and will progress through the discovery, transformation, development, and selection stages prior to full-scale production and commercialization.
This balanced mix of revenue-generating and pipeline-stage projects reflects our dual focus on near-term market presence and long-term innovation across Molecular Farming and precision fermentation platforms.
CHICKPEA
TVP
Degummed soybean oil can be used in multiple applications. In its crude form, it provides an energy source for animal feed, supports fermentation processes in pharmaceutical and industrial uses, and serves as a feedstock for biofuel production. Once refined, it is used in food applications such as cooking oils, margarines, dressings, and baked goods.
Soybean hulls serve as a fiber source for animal feed and can also be used as a component in fermentation culture media, enabling potential synergies with fermentation manufacturers. Gums from the degumming process are used as a raw material for lecithin production, while expeller-pressed soybean meal, rich in protein and residual oil, is used in animal nutrition.
Collectively, these byproducts illustrate a circular production approach aimed at maximizing value extraction while minimizing waste.
Byproduct of the soybean oil degumming process, consisting of hydrated phospholipids (approximately 26%) obtained from expeller-pressed soybean oil. It is used as a raw material for dry lecithin production.
LUPIN
PRODUCTS
PEA
Development Timeline and Process
The projects in our product portfolio are currently at different stages of development. To bring these products to market, each must progress through multiple phases, from initial research to full commercialization. This process begins with research and development, where we identify proteins of interest from traditional animal foods and evaluate their ability to be efficiently and effectively expressed in plants, microorganisms, or cellular systems. Once target proteins are validated, we proceed to prototype development, followed by further testing and optimization to confirm that the prototype can be scaled efficiently under industrial conditions. The subsequent stages involve pilot and commercial-scale production, and ultimately, market launch and commercialization.
The main stages of products development can be summarized as follows:
Early development/Development: In this stage, efficacy field trials (for crops) and pilot-scale fermentation (for microbial and cellular systems) are expanded to assess expression levels, phenological traits, and performance across multiple geographies and growing cycles. Additional parameters are evaluated to optimize the technology and confirm its robustness under real-world conditions.
Agrality supports seed increase, multi-site trialing and crop characterization; Bioceres contributes regulatory analytics and intellectual property strategy; and InMet provides synthetic-biology and pilot-scale fermentation to bridge discovery and industrial scale.
The primary objective of this stage is to demonstrate technical feasibility by identifying the optimal candidate for scale-up – whether to expand seed stock and initiate regulatory field trials (for crops), or to study organisms’ behavior in production conditions and produce sufficient biomass for downstream prototyping and safety assessments (for microbial and cellular systems).
Advanced development/Selection: At this stage, extensive field evaluations (for genetically modified traits and other crop events) are conducted to fully demonstrate efficacy for the intended purpose. For GM traits, regulatory processes are initiated, including multi-site field trials designated to generate environmental, compositional, and food safety data required for submission and approval.
For microbial and cellular fermentation solutions, industrial-scale (SynBio Powerlabs) production runs are carried out to collect data supporting refined techno-economic assessments, process optimization, and the establishment of robust batch genealogy and quality controls for traceability and compliance.
The goal of this phase is to validate the technology under operational conditions and prepare comprehensive data packages to support regulatory, quality, and commercial readiness.
Pre-launch/Scale-Up: This phase involves finalizing regulatory approvals and preparing product launch and commercialization. Key activities include seed multiplication, pre-commercial production, and product or solution testing with selected customers.
For fermentation solutions, accumulated safety and quality data are submitted to regulatory agencies, while SynBio Powerlabs and partner facilities plan capacity expansions, validate release specifications, and establish cost-of-good-sold (COGS) and supply parameters to ensure reliable and efficient market entry.
Product launch/Downstream: This final stage converts novel seeds or microbial/cellular biomass into finished business-to-business (B2B) ingredients through established downstream processing pathways. For crops, production leverages existing oilseed workflows, with ValoraSoy contributing soy texturization and downstream processing expertise. For microbial or cellular systems, the process validates fermentation, downstream, and purification schemes.
Across both production routes, full chain-of-custody (identity preservation for seed lots and detailed batch records for fermentation) ensures compliance with customer requirements for traceability and quality.
Sales and Marketing
As our product and focus on molecular farming may not be familiar to many potential consumers, we will be required to educate potential customers and consumers about our products and brand, respond quickly to concerns and consult on food trends. As we develop and grow our brand, we expect to expand our sales and marketing team in the future by adding dedicated personnel to service new institutional and retail customers. In the future we may also add sales representatives to expand our sales efforts to the extent necessary.
Competition
We operate in a highly competitive and rapidly evolving landscape. For analytical purposes, we view competition across technology clusters; boundaries are fluid, and several companies may be potential partners, suppliers or customers in specific use cases.
We compete primarily on our ability to deliver target functionality at competitive price points, with traceable supply chains and credible regulatory execution across multiple biological routes. We believe that our dual-engine platform— combining molecular farming in crops with precision fermentation in controlled environments— positions us to address customer requirements for performance, cost, reliability and compliance. Nevertheless, many of our competitors have greater financial and technical resources, longer operating histories, or broader commercial footprints, which could limit our ability to compete effectively in certain markets. See Item 3.D—Risk Factors.
Intellectual Property
Our business model is focused on R&D and the development of future IP and patents. Our IP strategy consists of conducting research and testing to rapidly acquire IP protection for all of our platforms.
The main jurisdictions in which we seek patent protection, among others, are the United States, Canada, Brazil, Argentina, Australia, India, China, Hong Kong, Japan, Malaysia, New Zealand, Mexico and countries in Europe.
To date, we have identified and sought patent protection in our capacity as either title holder or exclusive licensee for a diverse technology portfolio including food ingredients, nutritional supplements, meat replacements ingredients and biomass, seed traits, among others.
These technologies are currently protected through our 64 patents and 54 current patent applications as owner and or as exclusive licensee. In addition, the company possess 150 trademarks and 15 pending trademarks accounting 165 registers related to Moolec’s business technologies, including the trademarks:
In July 2025, the USPTO issued a patent for the promising “Piggy Sooy” technology. The patent issued grants exclusivity over soybean plants and seed capable of producing 5-30% of total soluble protein (TSP) of as heme proteins and also covers food applications derived from soybean seed expressing high levels of heme proteins.
Moolec has also licensed the HB4® technology to Bioceres Crop Solutions Corp. The license includes the HB4® soy and HB4®wheat events, which are protected by patents filed in key agricultural markets such as the United States, Canada, Brazil, Argentina, Bolivia, Paraguay, Uruguay, Mexico, South Africa, Australia, India, China, Ukraine, Russia, and several European countries. HB4®is a proprietary biotechnology trait that enhances crop tolerance to abiotic stress, particularly drought, by modulating the expression of the HaHB4 transcription factor. This technology was developed through a long-standing collaboration between Bioceres and Argentina’s National Scientific and Technical Research Council (CONICET), combining public research excellence with private sector innovation. The HB4® soy and wheat patents are expected to expire in 2039 and 2040, respectively.
On March 28, 2025, Bioceres Crop Solutions Corp agreed to transfer all rights, licenses, and materials containing or pertaining to the soy ANF trait and pay US$750,000 to a Arcadia Biosciences Inc in exchange for (i) RG and OX Wheat Patents and RS exclusive rights; (ii) the cancellation of all royalty payments, which included 25% of the net wheat technology licensing revenues and 6% of the net HB4 soybean revenues up to US$10 million; and (iii) the release from any performance benchmark obligations related to the RG, OX, and RS varieties which amounted to US$8.1 million. Therefore, as of June 30, 2025, in Bioceres Crop Solutions Corp accounting records, payment related to the acquisition of Verdeca and other intangibles assets was cancelled.
Research and Development
Our R&D activities focus on the discovery, design, expression, and scale-up of proteins and functional lipids through two complementary routes: Molecular Farming in crops and precision fermentation in microorganisms (fungi and yeasts). Our workstreams encompass host and trait discovery, construct and strain engineering, greenhouse and multi-site field trials, pilot and industrial fermentations, downstream processing, and analytical validation, all executed within a stage-gated development framework and a traceability-by-design approach—featuring identity preservation for seed lines and batch genealogy with electronic batch records for fermentation.
We execute R&D through a combination of in-house capabilities and external collaborations. Internally:
Externally, we collaborate with universities, contract research organizations (CROs), and technology partners under service and research agreements to augment capacity in specialized assays—particularly for regulatory and safety studies. See Item 4.B—Business Overview; Item 5—Operating and Financial Review and Prospects (R&D expenses); and Item 3.D—Risk Factors.
Raw Materials and Material Sourcing
The process of scaling up our seed inventory and production is carried out in the United States and Argentina. We work with multiple growers in both countries to outsource production according to agronomic conditions and regional suitability. Currently, we maintain safflower production in American Falls, Idaho (USA).
The fungal biomass (Mycofood™) serves as a core raw material for fungi-based products. It is produced under HACCP and GMP standards through controlled fermentation processes using traceable, non-GMO ingredients to ensure transparency and quality throughout the value chain. This initiative provides sustainable and scalable sources of functional proteins and bio-based ingredients, fully aligned with our objectives of traceability, environmental performance, and circularity.
For ValoraSoy products, we utilize soy- and chickpea-based functional proteins specifically designed for human nutrition. These products are manufactured in state-of-the-art facilities strategically located within Argentina’s soybean corridor, leveraging advanced processing technologies to produce plant proteins that offer chewiness, texture, and fibrous structure comparable to meat.
Government Regulation
We are, and will be, subject to the laws and regulations in which we operate. This includes laws and regulations governing biotechnology and food companies related to the development, approval, manufacturing, import, export, marketing and sale of our products. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Laws and Regulation”.
In order to manage the seasonability of our operations, we plan to produce our crops in both Argentina and the United States.
United States
Our principal market focus is the United States. In the U.S., the primary agencies responsible for the regulation of plant biotechnology products are the United States Department of Agriculture (USDA) – Animal and Plant Health Inspection Service (APHIS), which oversees environmental release, and the Food and Drug Administration (FDA), which regulates food and feed use.
We are subject to a range of federal, state and local laws and regulations administered by agencies such as the FDA, the Federal Trade Commission (FTC), the Environmental Protection Agency (EPA), the Occupational Safety and Health Administration (OSHA), and the USDA. These regulations cover various aspects of our operations, including future processing, packaging, distribution, marketing, labeling, quality assurance, safety, and transportation of our products, as well as occupational health and safety practices.
Facilities in the United States where our products are grown or produced may be required to register with the FDA and comply with applicable regulatory frameworks, including the Food Safety Modernization Act (FSMA). In addition, we will be subject to state and local food safety and labeling regulations in connection with the commercialization of our products. We are also subject to labor and employment laws, advertising and privacy regulations, workplace safety standards, and other laws governing business operations.
Consistent with this regulatory framework, several of our molecular farming products have already received favorable determinations from USDA-APHIS and the FDA.
On September 23, 2024, USDA-APHIS issued a Regulatory Status Review concluding that our PEEA1 pea meat replacement product poses no greater plant pest risk than non-genetically engineered pea plants under 7 CFR part 340, thereby exempting it from permits requirements for importation, interstate movement, and environmental release.
On April 19, 2024, USDA-APHIS APHIS issued a Regulatory Status Review concluding that our soybean Piggy Sooy™ presents no greater plant pest risk than conventional soybeans plants under 7 CFR part 340. As a result, we are no longer required to obtain USDA-APHIS permits for the importation, interstate movement, or environmental release of these genetically engineered soybean plants.
On March 31, 2023, USDA-APHIS issued a Regulatory Status Review with the conclusion that our GLA safflower plants pose no greater plant pest risk than non-genetically engineered safflower plants according to regulation 7 CFR part 340. Accordingly, we are no longer required to obtain USDA-APHIS permits for importation, interstate movement, and environmental release of GE plants. Our GLASO product derived from this crop already received FDA approvals for use as an ingredient in dietary supplements, nutritional beverages, medical foods, and pet food, as well as for the use of its seed meal in cattle and poultry feed.
Argentina
Approvals for the environmental release of genetically modified plants in Argentina are granted by the Secretariat of Agriculture, Livestock and Fisheries (SAGyP). These approvals are associated with risk evaluations performed by National Commission of Agricultural Biotechnology (CONABIA) and food/feed assessment by the National Food Safety and Quality Service (SENASA).
Currently we have permits from the SAGyP for importation, movement, and environmental release from some of our genetically modified plants. Our chymosin safflower has been fully approved by MAGP for release and production in Argentina and no further permits are required for its production and consumption. In addition, on September 2025, SENASA granted the approval for GLA safflower use for food and feed.
Finland
Under Finnish and EU regulatory frameworks, our operations in Finland are subject to oversight by the Finnish Food Authority (Ruokavirasto) and the Board for Gene Technology (GTLK), pursuant to the Gene Technology Act 377/1995 and the accompanying Government Decree on Gene Technology 928/2004.
As an EU Member State, Finland requires that any genetically modified organisms intended for environmental release or cultivation receive prior authorization pursuant to Directive 2001/18/EC and related EU regulation.
A precision-fermentation facility in Finland that utilizes contained microbial and cellular systems under controlled conditions, which fall within the regulated “contained use” classification, does not require the same environmental release authorizations as open-field genetically engineered crops.
By operating the Finnish facility under contained-use protocols and aligning with traceability and data-audit requirements, we remain in compliance with Finnish and EU biotechnology regulatory standards applicable to our Finland-based operations.
Other Regulatory Requirements
We are also subject to various federal, state, local, national, and transnational laws, regulations, and requirements in the jurisdictions in which we operate, relating not only to biotechnology and food and ingredient products but also to other areas of our operations. As we continue to grow, we may become subject to additional regulations and requirements in these jurisdictions relating, among other things, to safe working conditions, laboratory and distribution practices, and the transportation and disposal of hazardous or potentially hazardous substances. In addition, applicable import and export laws will require us to comply with certain standards governing the cross-border transit of finished goods and raw materials.
The costs associated with our continued compliance with these various federal, state, local, national, and transnational laws and regulations, or with any new requirements to which we may become subject, could be significant. Failure to comply with such legal obligations could have a material adverse effect on our results of operations and financial conditions.
Employees
As of June 30, 2025, we had 103 full-time and temporary employees located in Argentina, the United States, the Netherlands, Finland, and the United Kingdom. Our workforce includes 14 Ph.Ds. and other highly skilled scientists, biotechnologists, and engineers. Our work environment is technology-driven, reflecting our corporate purpose and innovation-focused culture. We have never experienced a labor-related work stoppage.
As of October 31, 2025, we had 72 employees, reflecting a decrease attributable to the reorganization process arising from the Business Combination.
Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Except as described in Item 8. of this report, we are not currently involved in any legal proceedings that could reasonably be expected to have a material adverse effect on our business, results of operations, prospects or financial condition.
Notice of Alleged Breach
On October 2, 2025, the Company received a notice of alleged breach from INVIM Corporativo S.L., a private limited company incorporated under the laws of Spain (“INVIM”), regarding the alleged failure to pay the assignment price of US$13 million in connection with a certain Assignment and Assumption Agreement dated May 27, 2025 (the “Agreement”). The Agreement, in turn, references related instruments, including a Note Purchase Agreement and a Binding Contribution Memorandum of Understanding, both dated October 15, 2023.
In response, the Company rejected INVIM’s assertion that any payment is due or owing, on the grounds that, among other reasons, under the express terms of the Agreement and related transaction instruments, INVIM failed to satisfy certain conditions precedent, including the valid transfer of relevant securities and the execution of a required services agreement.
The Company intends to vigorously defend its position and enforce its rights under the Agreement, the related transaction instruments, and applicable law. While the Company believes that INVIM’s assertions are without merit, if INVIM were ultimately to prevail in any proceedings, such an adverse outcome could have a material adverse effect on the Company’s business, results of operations, financial condition, or liquidity.
C. Organizational Structure
The following diagram depicts our current organizational structure:
Notes:
The following table identifies our main subsidiaries as of the date of this report:
Notes:-
D. Property, Plant and Equipment
Prior to the closing of the ValoraSoy Acquisition, our tangible assets primarily consisted of laboratory equipment and other R&D assets, while our principal assets were intangible, including intellectual property rights. Following the closing of such acquisition, we incorporated a soybean processing facility located in Argentina’s soybean corridor, designed to maximize raw-material origination, with an installed crushing capacity of approximately 10,000 tons of soybean per year. This facility specializes in the production of textured soy proteins, and provides industrial conditions for specification validation, application testing and downstream know-how that support our commercialization plans in multiple regions.
In April 2025 we announced the Business Combination with Bioceres Group Limited, Nutrecon LLC and Gentle Technologies Corp., and, upon closing, our base of property, plant and equipment expanded to include contributed and integrated assets across biotechnology services, field operations and controlled-facility manufacturing. These assets include (i) precision-fermentation infrastructure in Finland operated under the Synbio Powerlabs brand, supporting controlled production of fungi-based proteins and related analytical release activities; (ii) Agrality’s multi-geography execution footprint in Argentina, Brazil and the United States, comprising seed increase, nursery and multi-site field-trial capabilities, drying/conditioning and processing assets, and warehousing and distribution (including an estimated storage capacity of approximately 300,000 square feet and handling/shipping throughput of up to approximately 1.1 million units), which together enable identity-preserved logistics and regulatory trialing; and (iii) InMet’s synthetic-biology and pilot-scale fermentation facilities used for process development, low-scale/plant-pilot runs and metabolomics, bridging discovery and industrial scale-up. These facilities complement our existing downstream capacity at ValoraSoy and are intended to reduce scale-up risk and time-to-market across both molecular-farming and fermentation programs.
Future capital expenditures are expected to relate primarily to scale-up and debottlenecking of fermentation capacity, expansion and modernization of field and seed-processing assets, and incremental downstream capabilities for our molecular-farming and fermentation programs. See Item 4.C—Organizational Structure.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis provide information which our management believes is relevant to an assessment and understanding of our operating results and financial condition. This discussion and analysis should be read together with our audited consolidated financial statements and related notes that are included elsewhere in this annual report. In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or elsewhere in this annual report.
A. Operating Results
The Business Combination Agreement
Before the end of the fiscal year, on June 16, 2025, the Company consummated a business combination. Prior to that moment, a series of previous steps have taken place, as follows:
On May 22, 2025 (the “Effective Date”), the Company changed its jurisdiction by Moolec Science (Luxembourg) discontinuing from the Grand Duchy of Luxembourg and transferring by way of continuation to the Cayman Islands as Moolec Science (Cayman Islands) pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands (the “Redomiciliation”). On the Effective Date, all of the shares of Moolec Science (Luxembourg), par value $0.10 per share by operation of law became shares of Moolec Science (Cayman Islands), par value $0.10 per share.
After completion of the Reverse Stock Split, all references to our Ordinary Shares, share data, per share data and related information have been adjusted for the Consolidation Ratio to reflect the Reverse Stock Split. The Reverse Stock Split has consolidated each ten of our Ordinary Shares into one Ordinary Share, with a new par value of $0.10 per Ordinary Share. Upon completion of the Reverse Stock Split, no fractional Ordinary Shares were issued, and any fractional Ordinary Shares resulting from the Reverse Stock Split were rounded up to the nearest whole Ordinary Share. Except for the adjustments that resulted from the treatment of fractional shares, the Reverse Stock Split did not have any dilutive effect on our shareholders.
The Business Combination, initially announced on April 17, 2025, in which the Company, Bioceres Group Limited (formerly, Bioceres Group PLC, one of the main shareholders of the Company), Gentle Technologies Corp (“Gentle Tech”) and Nutrecon LLC (“Nutrecon”) entered into the Business Combination Agreement, pursuant to which several parties transferred their respective holdings in Bioceres Group, Nutrecon and Gentle Tech (together, the “Contributed Entities”) to the Company, in exchange of a combination of newly issued Company’s shares, and warrants, to the shareholders of the Contributed Entities. Following the closing, Moolec became the legal parent company of the combined group comprising Bioceres Group, Gentle Tech, and Nutrecon. was ratified by Moolec shareholders at the Extraordinary General Meeting (“EGM”) held on June 16, 2025 with 77% of the outstanding shares present at the meeting, and 98% of the votes cast were in favor of the transaction. From an accounting perspective and based on the guidance of IFRS 3 Bioceres Group Limited is deemed to be the accounting acquirer. The transaction was subsequently consummated on the same date, June 16, 2025 (the “Closing”).
Through the consummation of the Business Combination, Moolec Science SA acquired all the issued and outstanding equity interests of Bioceres Group and Nutrecon and 50% of Gentle Tech, integrating mature agricultural biologicals and seed businesses, nutritional solutions, and emerging technology ventures. In consideration for the contributed entities, the Company issued approximately 6.2 million of ordinary shares to the shareholders of Bioceres Group, 450,000 of ordinary shares and 500,000 private warrants with an exercise price of US$20.00 per share to the shareholders of Nutrecon, and 132,750 ordinary shares to the shareholders of Gentle Tech. Also, Moolec Science SA committed to issue additional ordinary shares twelve months after the acquisition date, representing the 10% of the total shares to be issued (the “Holdback”), representing approximately 0.7 million of ordinary shares to the shareholders of Bioceres Group, 50,000 of ordinary shares to the shareholders of Nutrecon, and 14,750 ordinary shares to the shareholders of Gentle Tech.
On June 16, 2025, following the consummation of the Business Combination, the Company initiated integration processes across organizational, operational, and IT functions to support competitiveness and long-term sustainability. In parallel, management continued to advance the ongoing operations, which remain crucial to maintaining business continuity and supporting the successful execution of the integration and growth strategy. The consolidated results as of and for the year ended June 30, 2025 (“FY2025”) reflect purchase accounting. The prior periods as of and for the year ended June 30, 2024 (“FY2024”) and for the year ended June 30, 2023 reflects the Predecessor on a stand-alone basis and does not include any effects of the Business Combination. As a result, variances between FY2025 and FY2024 primarily reflect changes in scope and basis of presentation rather than purely period-over-period operating trends, and therefore the periods are not directly comparable. Effective as of the Closing (i.e., June 16, 2025), the Company accounted for the Business Combination under IFRS 3, Business Combinations, using the acquisition method of accounting and treating the transaction as a reverse acquisition. Under this approach, Bioceres Group (the legal subsidiary) was considered the accounting acquirer, and Moolec Science SA (the legal acquirer) was considered the accounting acquiree, together with Gentle Tech and Nutrecon.
Going concern
In June 2025, Bioceres S.A., one of the Argentine subsidiaries of Bioceres Group Limited, defaulted on a portion of its financial debt that was due that month. As a result, Bioceres S.A. had initiated a debt restructuring process for its financial debt for an aggregate amount of $36.4 million.
In July 2025, Bioceres LLC, a wholly owned subsidiary of Bioceres S.A., received a notice of default on its financial debt in the amount of $69.5 million. The creditor conducted a public auction for 3,062,500 pledged BIOX shares, pursuant to the New York Uniform Commercial Code. Management has responded to the creditor, reserving all rights, remedies, and defenses. As of June 30, 2025, the current debt amounts to US$58.0 million.
The resulting derecognition effects are expected to generate an approximate gain of US$91.0 million related to the loss of control of Bioceres S.A. and an additional approximate gain of US$5.3 million related to the loss of control of Bioceres LLC (including the loss of holding in BIOX, therefore it will no longer be an equity method associate).These amounts will be recognized in the consolidated statement of profit or loss as of the derecognition date.
For a discussion of the factors that may affect our results of operations see “Item 3—Key Information—Risk Factors”.
Factors Affecting our Operating Results
BIOX deconsolidation
Our operating results going forward will be affected by the deconsolidation of BIOX following the loss of de facto control over that entity on June 18, 2025. As a result of this deconsolidation, the Group no longer consolidates BIOX’s assets, liabilities, revenues and expenses, and instead accounts for its investment in BIOX under the equity method. Accordingly, our operating results will reflect only our share of BIOX’s net results, rather than BIOX’s results on a consolidated basis, which may materially reduce reported revenues, operating income and other key performance indicators compared to prior periods. If the voluntary bankruptcy described above proceeds, BIOX will no longer be an equity method associate. For a detailed discussion of the events and circumstances that led to the loss of control over BIOX, see “Part I – Introductory note and presentation of financial and other information.”
Regulatory environment
Our operating results will vary depending on the speed at which we are able to obtain regulatory approvals for our products and the cost and expense associated with gaining such approvals. The degree of regulation to which we are subject varies by activity and country. Our ability to sell our technologies and products depends on obtaining and maintaining necessary authorizations, permits, and regulatory approvals in the markets in which we operate.
Product Development
Moolec has developed a range of functional proteins and lipids that are already available to food manufacturers and feed producers.
One of our lead products, Mycofood™, exemplifies our approach in action. It is a scalable, 100% animal-free protein ingredient produced through precision fermentation of fungal biomass. Designed to deliver a neutral taste and versatile texture, Mycofood™ can be seamlessly integrated into a wide range of food systems—from meat analogues to protein-enriched formulations—without altering flavor or mouthfeel.
ValoraSoy products primarily use soy-based functional proteins, supplemented with chickpea-based proteins, specifically designed for human nutrition. Produced in state-of-the-art facilities in Argentina’s soybean corridor, these plant proteins provide chewiness, texture, and fibrous structure comparable to meat, supporting clean-label and nutritionally rich applications.
GLASO, a safflower-derived oil rich in functional lipids, is currently being used in formulations for small-animal feed, demonstrating the versatility of our platform and its applicability beyond human food systems.
Other programs remain under research and development and will advance through discovery, transformation, development, and selection stages prior to full-scale production and commercialization. This mix of revenue-generating and pipeline projects reflects our dual focus on near-term market presence and long-term innovation across molecular farming and precision fermentation.
We have made significant progress in the research and development of our products, as well as in acquiring the necessary production facilities to scale-up production:
We are striving to successfully complete certain major research, development, and production activities in order to meet our expected production dates.
Our team of scientists, technicians and staff is committed to achieving the milestones to meet our current production and commercialization timelines to enable us to achieve our expected production dates. Achievement of these milestones are critical to our development timelines, though may be subject to unanticipated delays outside of our control such as the ability to obtain sufficient capital to support production.
Capital Requirements
As a result of the closing of the ValoraSoy Acquisition, we used to generate revenue from our operations from ValoraSoy’s pre-existing contracts. Starting in the fiscal year 2025, we initiated the commercialization of GLASO. However, until we can generate sufficient revenue, we are dependent on our ability to raise sufficient capital from third-party sources. After the Business Combination Closing, we incorporated other sources of revenues from operations of Bioceres Group and we expect to incorporate other sources from Nutrecon and its subsidiary. We expect to finance our future capital needs through private placements of our securities, public offerings of equity and/or equity-linked securities, debt financings, collaborations, and licensing arrangements.
Macroeconomic conditions in Argentina
We generate a significant portion of our revenue in Argentina, an emerging market. Therefore, our operating result and financial condition are directly impacted by macroeconomic and fiscal developments, including fluctuations in currency exchange rates, inflation and interest rate fluctuations, in Argentina. See “Item 3. Key Information—D. Risk Factors—Risks Relating to our Business and Operations—Economic and political developments in Argentina, including inflation and government controls may adversely affect the economy and our financial condition and results of operations.”
Operating Results
We have based the following discussion on our audited consolidated financial statements included elsewhere in this report. You should read it along with these financial statements, and it is qualified in its entirety by reference to them.
Comparison of the Year Ended June 30, 2025, and the Year Ended June 30, 2024
The following table sets forth our historical operating results for the periods indicated:
“n.s.”: not significant.
As a result of the deconsolidation of BIOX, the Company expects significant decreases in revenues from contracts with customers, cost of sales, selling, general and administrative expenses, share of profit or loss of joint ventures and associates in future periods, as BIOX’s results will no longer be consolidated. Other operating line items previously impacted by BIOX’s operations may also be affected. Following the deconsolidation, the Company will recognize only its share of BIOX’s net results under the equity method, which may impact the comparability of operating results across periods. See “Item 5. Operating and Financial Review and Prospects—A. Operating results—Factors affecting our operating results”
Revenues from contracts with customers and initial recognition and changes in the fair value of biological assets at the point of harvest
Total revenues and changes in the fair value of biological assets at the point of harvest are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). Total revenue decreased by US$132.8 million, or 28%, totaling US$333.6 million for the year ended June 30, 2025, compared to our total revenue of US$466.4 million for the year ended June 30, 2024. Revenue was impacted mainly by severe challenges in Argentina, one of our key markets, during the year ended June 30, 2025, driven mainly by a combination of factors: (i) extraordinary prior-year sales linked to local currency devaluation, which led distribution channels to accumulate inventories beyond short-term needs; (ii) deteriorating on-farm economics; and (iii) constrained financing availability across the agricultural sector.
Crop Protection. Total revenue decreased by US$41.6 million, or 19%, to US$181.9 million for the year ended June 30, 2025, compared to our total revenue of US$223.5 million for the year ended June 30, 2024, primarily driven by reduced commercialization of third-party products in Argentina, which accounted for US$41.9 million of the total decrease. This trend aligns with our strategic shift toward prioritizing higher-margin proprietary technologies. Meanwhile, bioprotection products saw a US$5.8 million increase, which was nearly offset by a US$5.7 million decline in seed crop protection products.
Crop Nutrition. Total revenue decreased by US$55.3 million, or 38%, to US$89.5 million for the year ended June 30, 2025, compared to our total revenue of US$144.8 million for the year ended June 30, 2024. The decrease was primarily driven by a sharp contraction in micro-beaded fertilizer sales, attributed to reduced corn acreage in Argentina early in the year. This was further compounded by unfavorable farm economics and elevated channel inventories, which constrained purchasing behavior throughout the season and led to a 39% drop in sales volume. The expected reduction of US$15.7 million related to the Syngenta downpayment further weighed on comparisons.
Seed and Integrated Products. Total revenue decreased by US$32.7 million, or 34%, to US$63.7 million for the year ended June 30, 2025, compared to our total revenue of US$96.4 million for the year ended June 30, 2024. The decline reflects the ongoing transition of the HB4 business model toward strategic partnerships. Reduced volumes from the HB4 business accounted for US$31.7 million of total segment sales, highlighting the impact of this shift on overall performance.
Gross profit
Gross profit (defined as Revenues and changes in the fair value of biological assets at the point of harvest less cost of sales) are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). Gross profit decreased by US$54.2 million, or 29%, to US$130.4 million for the year ended June 30, 2025, from US$184.6 million for the year ended June 30, 2024. The decrease was mainly driven by lower sales across all segments, including a US$15.7 million year-over-year reduction from the Syngenta agreement that carried a 100% gross margin in the year ended June 30, 2024. Even in this challenging context, gross profit performance broadly tracked sales, and the full-year gross margin held stable compared to the prior year. This reflects the relative resilience of the higher-margin proprietary products, where we retained market share and, in some international markets, achieved modest gains.
Crop Nutrition. The Syngenta license payment carries a 100% gross margin; therefore, the US$15.7 million decline had a direct and full impact on gross profit, reducing both the segment’s total gross profit and average gross margin compared to the prior year. Additionally, as described above, the segment was negatively affected by lower fertilizer volumes, which were the primary driver of the overall decline. Margin pressure was further intensified by pricing headwinds in biostimulants and, to a lesser extent, in micro-beaded fertilizers, resulting in segment margins declining from 53% to 48%.
Crop Protection. The decline in gross profit was consistent with lower sales, though less pronounced, resulting in an improved gross margin for the segment. This improvement was mainly driven by a reduction in the commercialization of low-margin third-party products, along with a more favorable product mix. Notably, bioprotection products contributed an additional US$1.6 million, and adjuvants saw a modest margin improvement, further supporting the overall margin expansion.
Seed and Integrated Products. The decrease in gross profit was consistent with the decline in sales and reflects the planned wind-down of the seed business. This transition is part of our strategic shift toward partnerships and trait development, while continuing to sell through existing grain and seed inventories.
Research and development expenses
Research and development expenses are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). Research and development expenses, which include ongoing efforts to maintain and continuously update our existing product portfolio, decreased by US$2.3 million in the year ended June 30, 2025, compared US$17.4 million for the year ended June 30, 2024. The reduction reflects a refocusing of resources to prioritize initiatives that balance our long-term growth prospects with nearer-term profitability opportunities.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased slightly by US$0.4 million, to US$125.9 million for the year ended June 30, 2025, from US$126.3 million for the year ended June 30, 2024. The figure reflects a US$6.4 million increase in impairment of receivables, mainly associated with non-recurring events in Bolivia and the HB4 business, and US$3.5 million in one-time workforce streamlining costs, which offset savings achieved through cost-control initiatives and lower variable costs resulting from reduced sales activity.
Share of profit or loss of joint ventures and associates
The result from our share in the profit of joint ventures and associates declined by US$15.9 million, from a loss of US$21.0 million in the fiscal year ended June 30, 2024, to a loss of US$36.9 million in the fiscal year ended June 30, 2025. Increase in loss of joint ventures and associates was primarily driven by a higher loss of our participation in Theo I SCSp for US$7.8 million and lower earnings from participation in Agrality and Synertech by US$4.1 million and US$2.9 million, respectively.
Other income or expense, net
Other income or expense, net increased by loss of US$55.9 million to US$56.6 million in the fiscal year ended June 30, 2025, from a loss of $0.7 million in the fiscal year ended June 30, 2024. The increase loss was mainly derived from higher expenses related to the recognition of financial guarantees of Theo I SCSp, one of our associates for US$61.7, and partially offset by the result of exchange of intangible assets amounting US$ 7.6 million and the recognition of US$1.5 million gain on purchase related to the Business Combination.
Other financial results
Other financial results are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX).
Income tax
Income tax increased to US$6.6 million for the year ended June 30, 2025, from US$1.1 million for the year ended June 30, 2024. The Company´s effective tax is 4.2% and 3.9% for the year ended June 30, 2025 and 2024. For the year ended June 2025, the effective tax is lower than statutory tax rate mainly due to derecognition of deferred tax assets (US$40.5 million) from Bioceres SA because it initiated voluntary bankruptcy, Share of profit or loss of subsidiaries, joint ventures and associates (US$8.2 million) and non-deductible expenses (US$4 million). For the year ended June 2024, the effective tax is lower than statutory tax rate mainly due to Share of profit or loss of subsidiaries, joint ventures and associates (US$5.1 million), non-deductible expenses (US$1.5 million), tax inflation adjustment (US$4.2 million) and result of inflation effect on monetary items (US$5.1 million).
Comparison of the Year Ended June 30, 2024, and the Year Ended June 30, 2023
Revenues and changes in the fair value of biological assets at the point of harvest are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). Total revenue increased by US$45.5 million, or 11%, totaling US$466.4 million for the year ended June 30, 2024, compared to our total revenue of US$420.9 for the year ended June 30, 2023. Revenue from HB4 sales, adjuvants, and other crop protection products increased as a result of normalized weather conditions in the southern hemisphere and, to a lesser extent, an increase in bio stimulant sales in Europe.
Crop Protection.Total revenue increased by US$17.7 million, or 8.6%, to US$223.5 million for the year ended June 30, 2024, from US$205.8 million for the year ended June 30, 2023. This increase was due to a greater demand for crop protection products in key markets, such as Brazil and Argentina, as a result of heightened pest pressure - in this segment, adjuvants and seed protection products were the main growth drivers.
Crop Nutrition.Total revenue decreased by US$12.4 million, or 7.9%, to US$144.8 million for the year ended June 30, 2024, compared to US$157.3 million for the year ended June 30, 2023. The decrease was mainly due to a US$17.2 million decrease in the accrual of the Syngenta license payment in the amount of US$15.7 million in the year ended June 30, 2024, compared to US$32.9 million in the year ended June 30, 2023. In addition, softened micro-beaded fertilizers demand in the fourth quarter interrupted the momentum shown by this product category during the first half of the fiscal year, while bio stimulants were the best performers, increasing by more than 50%, mainly in Europe.
Seed and Integrated Products. Total revenue increased by US$39.5 million, or 69.3%, to US$96.4 million for the year ended June 30, 2024, compared to US$56.9 million for the year ended June 30, 2023, as a result of the largest year-on-year increase driven by HB4 sales.
Gross profit (defined as Revenues and changes in the fair value of biological assets at the point of harvest less cost of sales) are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). Gross profit remained nearly flat compared to the year before, increasing by US$2.9 million, or 2%, to US$184.6 million for the year ended June 30, 2024, from US$181.7 million for the year ended June 30, 2023 primarily due to the lower contribution of the Syngenta compensatory payment.
Crop Nutrition.In addition, the Syngenta license payment entails a 100% gross margin, and the US$17.2 million decline translates directly into gross profit, lowering Crop Nutrition segment’s gross profit and average gross margin, compared to last year.
Crop Protection.Crop Protection saw gross margin improvement on top of top line growth, with margin expansions led by the bio protection portfolio as well as a more focused approach to third-party products’ commercialization.
Seed and Integrated Products. In Seed and Integrated Products, HB4 downstream sales — with a lower gross margin than upstream sales – were higher in the year ended June 2024, as a result of grain inventories being drawn down to minimize working capital requirements and to develop commercial channels for fully traced grain inventories. As a result, gross profit for Seed and Integrated Products grew less than sales. Overall gross margin decreased 381 bps to 40% for the year ended June 30, 2024, from 44% in the year ended June 30, 2023.
Research and development expenses are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). Research and development expenses, which include ongoing efforts to maintain and continuously update BIOX existing product portfolio, remained nearly flat at 4% of revenue in the year ended June 30, 2024, compared to the year ended June 30, 2024, totaling US$17.4 million for the year ended June 30, 2024, compared to US$15.9 million for the year ended June 30, 2023.
Selling, general and administrative expenses are mainly derived from our former consolidated subsidiary Bioceres Crop Solutions Corp. (BIOX). These expenses increased by US$9.8 million, or 8%, to US$126.3 million for the year ended June 30, 2024, from US$116.5 million for the year ended June 30, 2023. Total selling, general and administrative expenses as a percentage of revenues stood flat at 28% in the year ended June 30, 2023, compared to 28% in the year ended June 30, 2023.
The result from our share in the profit of joint ventures and associates declined by US$68.7 million, from an income of US$47.7 million in the fiscal year ended June 30, 2023, to a loss of US$21.0 million in the fiscal year ended June 30, 2024. This loss was primarily driven by a decline in our investments like Theo I SCSp.
Financial costs increased by US$4.1 million, or 12%, to US$37.6 million for the year ended June 30, 2024, from US$33.6 million for the year ended June 30, 2023, driven mainly by interest expenses.
Other financial results decreased by US$4.1 million to a loss of US$9.6 million for the year ended June 30, 2024, compared to a loss of US$13.7 million for the year ended June 30, 2023, mainly as a result of a gain in exchange differences in the amount of US$12.9 million and net gain of inflation effect on monetary items in the amount of US$1.3 million offset by changes in fair value of financial assets or liabilities and other financial results.
Income tax changed to an expense of US$1.1 million for the year ended June 30, 2024, from a gain of US$2.3 million for the year ended June 30, 2023. The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities due to share of profit or loss of subsidiaries, joint ventures and associates, share-based incentives charges, non-deductible expenses, tax inflation adjustment and result of inflation effect on monetary items, among other.
B. Liquidity and Capital Resources
Overview
Our principal source of liquidity has been through shareholders funding, which has historically been sufficient to meet our working capital and capital expenditure requirements. As of June 30, 2025, and June 30, 2024, we had cash and cash equivalents of US$0.8 million and US$53.0 million, respectively.
We will require additional cash resources in order to meet our expected operational and business needs for the next twelve months, which may include implementation of our strategies to expand our business, or other investments or acquisitions we may decide to pursue. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity, debt or convertible securities or obtain credit facilities.
The resulting derecognition effects are expected to generate an approximate gain of US$91.0 million related to the loss of control of Bioceres S.A. and an additional approximate gain of US$5.3 million related to the loss of control of Bioceres LLC (including the loss of holding in BIOX, therefore it will no longer be an equity method associate).
These amounts will be recognized in the consolidated statement of profit or loss as of the derecognition date.
However, there is no assurance that investors and shareholders will continue to provide financing, or that the Group’s future operations will generate profitability. These factors may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about the Company’s ability to continue as a going concern. The Company does not have sufficient financial resources to repay its obligations, or make any payments in the form of dividends to its shareholders. Without additional capital, the Company will not be able to remain in business. However, our management plans to continue to focus on raising the funds necessary to fully implement our business plan. Management believes that certain shareholders and/or investors will continue to advance the capital required to meet its financial obligations. There is no assurance, however, that these investors and shareholders will continue to advance capital to the Company or that its business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise substantial doubts about the Company’s ability to continue as a going concern.
A decline in the market price of our Ordinary Shares could adversely affect our ability to issue additional securities and our ability to raise additional capital on acceptable terms at a time that we deem appropriate or at all in the future. In addition, issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. See “Item 3. Key Information—D. Risk Factors—Risks Relating to the Company” and “Item 4. Information on the Company—A. History and Development of the Company—Recent Developments” for more details.
Consolidated Statements of Cash Flows
The table below illustrate our statement of cash flows for the periods indicated:
Net cash generated by / (used in) operating activities
Net cash generated by operating activities amounted to US$3.6 million for fiscal year ended June 30, 2025, despite a net loss of US$176.6 million for the period. The net loss was primarily adjusted for significant non-cash items, including financial results of US$65.9 million, share of profit of joint ventures and associates of US$36.9 million, depreciation and amortization of US$22.3 million, income tax expense of US$6.6 million, and share-based incentive compensation of US$4.4 million, partially offset by a gain from a bargain purchase of US$1.5 million and a gain on the sale of equipment and intangible assets of US$7.6 million.
In addition, working capital movements contributed positively to operating cash flows, mainly due to increases in inventories and biological assets of US$34.9 million, trade receivables of US$26.0 million, and other receivables of US$2.0 million, partially offset by decreases in trade and other payables of US$18.8 million, employee benefits and social security liabilities, and deferred revenue and advances from customers. As a result, the Company generated positive net cash flows from operating activities during the period.
Net cash generated by operating activities amounted to US$39.6 million for fiscal year ended June 30, 2024, despite a net loss of US$29.1 million for the period. The net loss was primarily adjusted for significant non-cash items, including financial results of US$47.2 million, share of profit of joint ventures and associates of US$21.0 million, depreciation and amortization of US$21.3 million, income tax expense of US$1.1 million, and share-based incentive compensation of US$14.2 million.
In addition, working capital movements contributed negatively to operating cash flows, mainly due to, decreases in trade receivables of US$41.3 million, and other receivables of US$6.3 million, deferred revenue and advances from customers of $21.1 million and decreases in employee benefits and social security liabilities of US$2.4 million, partially offset by increases in inventories and biological assets of US$15.3 million, trade and other payables of US$ 16.3million,. As a result, the Company generated positive net cash flows from operating activities during the period.
Net cash used in operating activities amounted to US$41.2 million for fiscal year ended June 30, 2023, despite a net profit of US$53.1 million for the period. The net loss was primarily adjusted for significant non-cash items, including depreciation and amortization of US$19.5 million and share-based incentive compensation of US$3.5 million, partially offset by income tax benefit of US$2.3 million, share of profit of joint ventures and associates of US$47.7 million and financial results of US$47.3 million.
In addition, working capital movements contributed positively to operating cash flows, mainly due to decreases in inventories and biological assets of US$8.6 million, trade receivables of US$14.2 million, and other receivables of US$36.7 million, increase in in trade and other payables of US$14.2 million partially offset by increases in employee benefits and social security liabilities and deferred revenue and advances from customers of US$21.0 million. As a result, the Company used net cash flows in operating activities during the period.
Net cash used in investing activities
Net cash used in investing activities amounted to US$36.0 million for the fiscal year ended June 30, 2025. Cash outflows were primarily related tothe loss of controlling interest BIOX of US$32.7 million, capitalized development expenditures of US$8.6 million, purchases of property, plant and equipment of US$5.7 million, and investments in financial assets of US$11.4 million. These outflows were partially offset by proceeds from financial assets of US$21.7 million,net cash received from a business combination of US$0.6 million, and proceeds from the sale of property, plant and equipment of US$0.4 million.
Net cash used in investing activities amounted to US$27.4 million for the fiscal year ended June 30, 2024. Cash outflows were primarily related to investments in financial assets of US$65.6 million, capitalized development expenditures of US$11.9 million, purchases of property, plant and equipment of US$9.9 million and intangible assets for US$3.2 million. These outflows were partially offset by proceeds from financial assets of US$62.8 million.
Net cash used in investing activities amounted to US$25.6 million for the fiscal year ended June 30, 2023. Cash outflows were primarily related to capitalized development expenditures of US$10.7 million, purchases of property, plant and equipment of US$11.5 million and investments in financial assets of US$8.5 million. These outflows were partially offset by proceeds from net cash received from business combination of US$4.4 million, proceeds from financial assets of US$1.3 million and investment in joint ventures and associates of US$1.1 million.
Net cash generated by / (used in) financing activities
Net cash used in financing activities amounted to US$15.0 million for the fiscal year ended June 30, 2025. Cash inflows during the period were primarily derived from proceeds from borrowings of US$403.3 million, which were largely offset by repayments of borrowings and financed payments totaling US$380.0 million, interest payments of US$28.1 million, and payments related to lease liabilities of US$5.5 million. Additional cash outflows included other financial payments of US$3.7 million, the repurchase of the Company’s own shares of US$0.9 million, and cash dividends distributed to non-controlling interests of US$0.1 million. As a result of these movements, financing activities resulted in a net cash outflow for the fiscal year.
Net cash used in financing activities amounted to US$1.5 million for the fiscal year ended June 30, 2024. Cash inflows during the period were primarily derived from proceeds from borrowings of US$188.0 million, which were largely offset by repayments of borrowings and financed payments totaling US$145.0 million, interest payments of US$36.8 million, and payments related to lease liabilities of US$4.9 million. Additional cash outflows included other financial payments of US$1.9 million, the repurchase of the Company’s own shares of US$0.7 million, and cash dividends distributed to non-controlling interests of US$0.1 million. As a result of these movements, financing activities resulted in a net cash outflow for the fiscal year.
Net cash generated by financing activities amounted to US$76.2 million for the fiscal year ended June 30, 2023. Cash inflows during the period were primarily derived from proceeds from borrowings of US$150.6 million, which were partially offset by repayments of borrowings and financed payments totaling US$38.5 million, interest payments of US$25.6 million, and payments related to lease liabilities of US$3.9 million. Additional cash outflows included other financial payments of US$3.0 million, the repurchase of the Company’s own shares of US$3.0 million, and cash dividends distributed to non-controlling interests of US$0.5 million. As a result of these movements, financing activities resulted in a net cash inflow for the fiscal year.
Indebtedness
As of June 30, 2025 and 2024 our total outstanding indebtedness, were US$248.0 million and US$442.6 million, respectively.
As of June 30, 2025, our total outstanding borrowings were unsecured.
Consideration of payment of acquisitions
Business Combination
On June 16, 2025, we completed the Bioceres Group Business Combination. As a result of the transaction, Moolec Science SA (the legal acquirer) obtained all of the issued and outstanding equity of Bioceres Group, Nutrecon, and Gentle Tech through an equity-for-equity exchange. No cash consideration was paid in connection with this transaction.
ValoraSoy Acquisition
On April 24, 2023, we completed the acquisition of ValoraSoy from the sellers in accordance with the share purchase agreement. As a result of this acquisition, we acquired all of the issued and outstanding equity securities of ValoraSoy from the sellers, and ValoraSoy became our wholly owned subsidiary for total aggregate consideration of US$2.6 million, which we have paid for in a combination of cash and equity.
C. Research and Development, Patents and Licenses, etc.
For a discussion of our R&D policy, see “Item 4. Information on the Company—B. Business Overview—Research and Development”. For a discussion of patents and licenses, see “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
D. Trend Information
For a discussion of trend information, see “Item 5—A. Operating Results—Factors affecting our operating results.”
E. Critical Accounting Estimates
Our audited consolidated financial statements are prepared in conformity with IFRS, as issued by the IASB. In preparing our audited consolidated financial statements, we make judgments, estimates and assumptions about the application of our accounting policies which affect the reported amounts of assets, liabilities, revenue and expenses. Our critical accounting judgements and sources of estimation uncertainty are described in Note 2 and Note 4 to our audited consolidated financial statements, which are included elsewhere in this annual report.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Directors
As of June 30, 2025, the following persons (with ages as of the date of this report) are members of our Board of Directors and senior management.
Our Executive Officers and Directors
Biographical information for each member of our Board of Directors and senior management is set forth below.
Alejandro Antalich. Mr. Antalich serves as our Chief Executive Officer. Mr. Antalich is an experienced entrepreneur, investor, and executive with a proven history of building and guiding companies across the biotechnology, food technology, and pharmaceutical industries. He possesses extensive expertise in operations, manufacturing, product development, organizational restructuring, and the negotiation of strategic and high-value transactions. Mr. Antalich previously served as Chief Executive Officer of ICC Labs Inc. (TSXV), where he led the company to become the first publicly traded entity to sell cannabis to a federal government. He played a key role in structuring and executing the company’s successful exit, completed through its acquisition by Aurora Cannabis Inc. (TSX) in 2018 for approximately US$300 million, marking one of the most significant transactions in the regulated cannabis industry. With a focus on initiatives advancing alternative proteins, bio-based materials, and large-scale precision-fermentation infrastructure, as part of broader efforts to promote sustainable industrial transformation and organizational optimization, he also oversees the development of novel therapeutics and advanced drug-delivery systems targeting mental health and neurological disorders.
Valeria Falottico. Ms. Falottico serves as our Chief Financial Officer. Ms. Falottico joined Moolec Science SA in March 2023 where she held several key leadership roles in financial and compliance reporting. Prior to Moolec, she served in senior positions at NASDAQ trading public company dLocal and PayClip and earlier spent 17 years at PricewaterhouseCoopers in Argentina and Mexico, advising clients worldwide. She holds an Accounting degree and an MBA from IAE Business School. Ms. Falottico brings more than 20 years of experience in consulting, financial services, and capital markets across the U.S., Asia and Latin America. She has held senior leadership roles in multinational organizations, driving capital raising, IPOs, M&A, and other strategic transactions.
Paola Diaz. Dr. Diaz serves as our Chief Technology Officer as from December 29, 2025. Dr. Díaz Dellavalle holds a Ph.D. in Chemistry and Natural Molecules and brings more than 20 years of experience in the research, development, and management of biotechnology projects. She has specialized training in intellectual property and competitive intelligence, with deep expertise in patent strategy, technology transfer, and innovation management, particularly across the chemistry, life sciences, pharmaceutical, and biotechnology sectors. Prior to joining the Company, Dr. Díaz Dellavalle served as Chief Scientific Officer of two organizations: a Canadian life sciences company focused on innovation in mental health, and an alternative-protein biotechnology enterprise dedicated to developing sustainable food technologies. Throughout her career, she has led multidisciplinary scientific teams and managed non-clinical study programs and new-molecule development initiatives, contributing to the advancement of biotechnological innovation and translational research.
Gloria Montaron Estrada. Ms Montaron serves as Executive Director and as our Chairwoman from December 29, 2025. She has served as Legal Director and Chief Intellectual Property Officer of Bioceres Group Limited since April 2021. Prior to joining Bioceres, she worked for 16 years as an attorney at Marval, O’Farrell & Mairal in Buenos Aires, where she focused on intellectual property, corporate and banking matters. Ms. Montaron also serves as manager of Bioceres LLC (formerly Bioceres Inc.), Bioceres Tech Services LLC and Moolec Science Limited. She holds an LL.M. in Intellectual Property from the University of Palermo, Buenos Aires, and a Law degree from the University of Buenos Aires, and she became a registered Intellectual Property Agent in 2013. She is a member of the Bar Association of the City of Buenos Aires. She has successfully completed two of the three programs of the Harvard Business School Corporate Director Certificate: Making Corporate Boards More Effective and Audit Committees. An active international lecturer, Ms. Montaron frequently participates in law congresses and seminars in her field of expertise and teaches at several universities in the area of intellectual property. Under her leadership, Bioceres’ legal team received the “Deal of the Year – Private Equity” award in 2019. Ms. Montaron has been recognized in The Legal 500 GC Powerlist (Argentina) and included in the IAM Strategy 300: The World’s Leading IP Strategists. In 2025, she was selected as one of the 50 Women Leaders in Argentina by The London School of Economics and Political Science (LSE) and Santander Bank.
Oscar León Betancor.Mr. Betancor is a highly experienced Certified Public Accountant with a solid background in financial management, accounting, project finance and risk analysis, with large experience in agriculture, mining and hydropower industries. He has twenty-four years of experience as a CFO, financial controller and chief accountant for several Uruguayan, Canadian and American Companies. He has served as Chief Financial Officer of Biomind Labs Inc from July 2021 and Director at Union Group Ventures Limited from July 2020.
Aimar Dimo. Mr. Dimo is the vice chairman of Bioceres and the chairman of InMet. He has served as chairman of Kiñewen SA, an Argentine food producer and exporter, since it started in 2003. He has also served as the chairman of Santa Angelina SA, Produsem SA, and Agrodim SA. He is the vice chairman of Agro Matara SA and Kalpachay SA. He is also a full partner of Dimku SRL, an Argentine crop services company. Aimar has a degree in agronomy from the National University of Rosario.
Diego Abelleyra Llodra.Mr Llodra graduated from the University of Belgrano with a law degree in 1992 and completed a LLM with merit grade in Banking and Finance Law at the University of London, Queen Mary College in 1997. He is registered before the Solicitors Regulation Authority of England and Wales to practice as a foreign lawyer and is also a member of the Bar Association of the City of Buenos Aires.
Romualdo Varela. Mr. Varela is former CEO of Uruguay’s leading agribusiness company, overseeing operations across 181,000 hectares and managing diversified activities including soy, wheat, rice, dairy, cattle, sheep, logistics, and silo storage. Spent 11 years in South Africa as Managing Director and Country Manager for ZENDA Leather (formerly Curtiembre Branaa, now part of MARFRIG Group). An international executive with extensive experience in multinational environments, he is a results-driven, decisive leader and entrepreneur with strong expertise in launching new business ventures.
B. Compensation
Remuneration of Directors and Senior Management
The aggregate compensation, including benefits in kind, accrued or paid to our senior management with respect to the year ended June 30, 2025, for services in all capacities was US$0.9 million. In addition, in the year ended June 30, 2025, we granted our directors and senior management options to purchase 100,000 of our Ordinary Shares.
2024 Omnibus Equity Incentive Plan
On September 20, 2024, our Board of Directors approved the 2024 Omnibus Equity Incentive Plan (the “Incentive Plan”), to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and to promote the success of our business. Under the Incentive Plan, the maximum aggregate number of ordinary shares that may be issued pursuant to all awards is a number of Ordinary Shares equal to up to 13% of our issued and outstanding capital stock on a fully diluted basis. The Incentive Plan allows us to establish the terms and conditions of the equity awards granted thereunder. Previously, we had adopted the Moolec Limited Employee Share Plan as our share option plan, approved by our Board of Directors on December 20, 2023.
Option periods under the Incentive Plan shall not exceed ten years, unless the option period (other than in the case of an incentive share option) would expire at a time when trading in the Ordinary Shares is prohibited by our securities trading policy or a self-imposed “blackout period,” in which case options period shall be extended automatically until the 30th day following the expiration of such prohibition (so long as such extension shall not violate Section 409A of the Internal Revenue Code of 1986).
Amount set aside for pension, retirement or similar benefits
We have not set aside or accrued any amount to provide pension, retirement or similar benefits for the fiscal year ended June 30, 2025.
Director Compensation
Our Board of Directors has established a compensation program for non-executive directors, which consists of an annual retainer, board fees in accordance with their attendance at board meetings and committee fees for their service as members of a committee. We also reimburse our independent directors for reasonable out of pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance in person at board and committee meetings.
C. Board Practices
Our Articles provide that the Board of Directors must comprise at least five members. Our board currently consists of five directors. Our Articles also provide that each director will have a mandate that does not exceed one year, but is eligible for re-appointment.
Our Board of Directors has established an audit committee, a compensation committee and a nominating committee, each of which operates pursuant to written charters adopted by our Board of Directors on December 28, 2022. The Board of Directors may also establish other committees from time to time to assist our Company and the Board. The composition and functioning of all of our committees comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq and SEC rules and regulations, if applicable. Each committee’s written charter is available on our website at ir.moolecscience.com/corporate-governance. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this annual report.
Audit Committee
As of the date of this report, our audit committee consists of Romualdo Varela, Aimar Dimo and Diego Abelleyra Llodra, with Romualdo Varela serving as the chair of the audit committee. Each of Romualdo Varela, Aimar Dimo and Diego Abelleyra Llodra meets the applicable audit committee independence standards. In addition, all of the audit committee members meet the requirements for financial literacy under applicable SEC and Nasdaq rules and at least one of the members qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K.
Our audit committee is responsible for, among other things:
Compensation Committee
As of the date of this report, our compensation committee consists of Gloria Montaron Estrada, Aimar Dimo and Romualdo Varela, serving Gloria Montaron Estrada as the chair of the compensation committee. The members of our compensation committee were designated by our Board of Directors on June 16, 2025, and each qualifies as an independent director according to the rules and regulations of the SEC and Nasdaq with respect to compensation committee membership, including the heightened independence standards for members of a compensation committee.
Our compensation committee is responsible for, among other things:
Nominating Committee
Our nominating committee consists of Oscar Leon Bentancor, Gloria Montaron Estrada and Diego Abelleyra Llodra, serving Diego Abelleyra Llodra as the chair of the nominating committee. The members of our nominating committee were designated by our Board of Directors on June 16, 2025, and each qualifies as an independent director according to the rules and regulations of the SEC and Nasdaq with respect to nominating committee membership, including the heightened independence standards for members of a nominating committee.
Our nominating committee is responsible for, among other things:
Code of Ethics
Our Board of Directors adopted a Code of Ethics applicable to our directors, executive officers and team members and such Code of Ethics complies with the rules and regulations of Nasdaq and the SEC. The Code of Ethics is available on our Investor Relations website and has been signed by all of our directors, executive officers and team members.
D. Employees
The table below shows our employees by role and location, as of the dates indicated, and does not include employees of our research collaborators or joint venture partners.
As of June 30, 2025 and June 30, 2024, 94% and 88%, respectively, of our total employees were located in Argentina, 3% and 6% were located in the United States, 1% and 2% in the United Kingdom and the remaining 2% and 4% were located in other countries.
As part of the Business Combination, our total employees decreased to 72 as of October 31, 2025.
E. Share Ownership
The following table sets forth information regarding the beneficial ownership of the Ordinary Shares as of June 30, 2025:
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, and includes shares underlying warrants and awards (including options) issuable in connection with our Incentive Plan, as applicable, that are currently exercisable or convertible or exercisable or convertible within 60 days. Ordinary Shares that may be acquired within 60 days of the date of this report pursuant to the exercise of warrants and awards (including options) issuable in connection with our Incentive Plan are deemed to be outstanding for the purpose of computing the percentage ownership of such holder but are not deemed to be outstanding for computing the percentage ownership of any other person or entity shown in the table.
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to the Ordinary Shares beneficially owned by them. They have the same voting rights as all other holders of ordinary shares.
For more information on our ordinary shares and share options owned by individual Directors see “Item 6. Directors, Senior Management and Employees—B. Compensation—Remuneration of Directors and Senior Management—2024 Omnibus Equity Incentive Plan.”
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
Changes in Ownership
See Introductory Note—The Bioceres Group Business Combination Agreement.”
Difference in Voting Rights
All of our Ordinary Shares have the same voting rights and no major shareholder has different voting rights.
Securities Held in the Host Country
As of June 30, 2025, 10,891,761 Ordinary Shares were issued and outstanding, of which 6,479,422 Ordinary Shares, or 59.489%, were held by one record holder in the United States, Cede & Co.
Arrangements for Change in Control
We are not aware of any arrangements that may, when in force, result in a change in control.
B. Related Party Transactions
Policy Concerning Related Party Transactions
Our Board of Directors has adopted a written policy, for the review of any transaction, arrangement or relationship in which it is a participant, if the amount involved exceeds US$120,000 and one of our executive officers, directors, director nominees or beneficial holders of more than 5% of our total equity (or their immediate family members), each of whom we refer to as a related person, has a direct or indirect material interest.
A copy of the related person transaction approval policy is available on our Investor Relations website.
Technology Access License Agreement with Bioceres Crop Solutions Corp.
On June 29, 2024, we entered into an exclusive technology access license agreement with Bioceres, pursuant to which Bioceres will grant us the right to use its HB4 technology for a period of 5 years in exchange for a license fee of US$1 million.
Furthermore, following the Closing of the Business Combination, new management has decided to early terminate the exclusive technology access license agreement. Consequently, effective September 5, 2025 the agreement was terminated.
Convertible Note issued to Bioceres Crop Solutions Corp.
We entered into a note purchase agreement (the “Note Purchase Agreement”) and a HB4® soy supply agreement (the “BIOX Soy Supply Agreement”) with BIOX. On September 17, 2024, we issued to Bioceres convertible notes in an aggregate principal amount equal to US$6.6 million, in relation to the value of the HB4 soy delivered by us (the “BIOX Convertible Notes”).
The BIOX Convertible Notes will mature 36 months after they are issued by us and will include a “payment-in-kind” feature. If the trading price of our ordinary shares exceeds the strike price of US$60.00 per ordinary share for 10 trading days, Bioceres has the option to exercise the early conversion option pursuant to which the principal amount outstanding under the notes may be converted into our ordinary shares at the strike price. At maturity, we have the option to convert the principal amount outstanding under the BIOX Convertible Notes into ordinary shares. In connection with Bioceres’ early conversion option and our optional conversion at maturity, we may deliver ordinary shares, cash, or a combination of cash and ordinary shares. Notwithstanding the foregoing, in accordance with the restructuring process, the new management is reviewing the supply agreement and the convertible note issued to BIOX.
Convertible Note issued to INVIM
On October 15, 2023, we entered into agreements with INVIM to issue a convertible note for an aggregate principal amount of approximately US$10 million (the “Invim Convertible Note”). The convertible note was issued against a cash payment of US$10 million. In connection with this, we entered into a binding contribution memorandum of understanding, pursuant to which Insud assumed a binding obligation to contribute to us certain rights under an industrial services agreement and its interest in Microo Foods Ingredients. See Item 8 – Financial Information – “Notice of Alleged breach”.
HB4 Technology
In 2003, Bioceres SA entered into an Hahb 4 research and development agreement with CONICET and the National University of the Litoral under which they became equal owners of the patents derived from their research activity regarding the Hahb 4 gene, which we refer to as the 2003 Hahb 4 patents. Under this agreement, that was subsequently amended in 2010, Bioceres SA financed the Hahb 4 research activities performed by CONICET and the National University of the Litoral in exchange for an exclusive license to commercially exploit their rights in the 2003 Hahb 4 patents. As of today, the 2003 Hahb 4 patents have expired except the US patent and the BR patent which will expire in 2030 and 2026, respectively.
In 2012, Bioceres SA into a separate agreement with CONICET and the National University of the Litoral for the ownership and licensing rights of additional patents for development of our modified HB4 gene trait, which we refer to as the 2012 HB4 patents. Pursuant to this agreement, that was subsequently amended in 2020, Bioceres Group owns 40% of the 2012 HB4 patents, and CONICET and the National University of the Litoral each own 30%. In addition, CONICET and the National University of the Litoral granted us an exclusive license to commercially exploit their respective rights in the 2012 HB4 patents. The license related to additional patents under the 2012 agreement will remain in force until the expiration of the last 2012 HB4 patent in 2033, unless terminated earlier in accordance with the terms of the agreement.
In 2019 and in 2020, Bioceres Group, through its subsidiary Bioceres LLC, filed the 2019 and 2020 HB4 soy and wheat events patents which will expire in 2039 and 2040, respectively. Bioceres Group owns 100% of the 2019-2020 HB4 soy and wheat events patents.
On March 4, 2022, Bioceres Group entered into an exclusive license agreement with BCS Holding Inc., a subsidiary of Bioceres Crop Solutions Corp. (BIOX), as amended, under which Bioceres Group granted BIOX the right to use the HB4 technology in the field of soy and wheat worldwide. In consideration of the exclusive license, BIOX is required to pay royalties.
Agrality S.A. Debt Restructuring
On August 14, 2025, Agrality S.A. (the “Borrower”) and Bioceres Tech Services LLC (the “Lender”) entered into a debt restructuring agreement for US$ 790,475.18, to be repaid in eight (8) installments between September 2025 and February 2026.
Rizobacter Argentina S.A. Loan Agreement
On August 14, 2019, Rizobacter Argentina S.A. (the “Borrower”) and Bioceres LLC (the “Lender”) entered into a Loan Agreement for a principal amount of US$ 2,089,297, which matured on June 30, 2025. As of today, remains an outstanding balance of US$134,715.
Office Services Agreement
Bioceres S.A. entered into Office Services Agreements with BIOX and Agrality S.A.
BIOX Term: Two-year term starting on July 1, 2024.
Agrality Term: One-year term starting on August 23, 2025.
BIOX and Agrality S.A. Compensation: In consideration for the services provided by Bioceres S.A. during the term, each company will pay a monthly fee.
Other Related Party Transactions
From time to time, we may be involved in other related party transactions with our directors, executive officers and shareholders. Omitted periods below signify that there were no transactions in such period or the value of such transaction was a de minimis amount.
Indemnification Agreement
In connection with the consummation of the business combination, we entered into indemnification agreements with each of our directors and executive officers. These agreements provide that the director or officer will be indemnified by us to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding which he or she becomes involved as a party or otherwise by virtue of his or her being or having been such a director or officer of and against amounts paid or incurred by him or her in the resolution thereof. The agreements are subject to certain exceptions, including, among other exceptions, that no indemnification will be provided to any director or officer against any liability to us or our shareholders (i) by reason of actual fraud, dishonesty, actual fraudulent conduct, or gross negligence on the part of the director or officer; (ii) by reason of payment made under an insurance policy or any third party that has no recourse against the indemnitee director or officer; or (iii) if contrary to applicable law.
Holdback Provision under the Business Combination
At the closing of the Business Combination, Moolec withheld ten percent (10%) of the shares issued at closing to secure potential indemnification obligations, as agreed under the BCA (the “Holdback shares”).
On the first anniversary of the closing date, and subject to the terms and conditions of the BCA, Moolec shall issue and release the Holdback shares on a pro rata basis to Bioceres Group shareholders, Nordelis, and Union Group.
Preference shares
C. Interests of Experts and Counsel
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
Financial Statements
Our financial statements are set forth under “Item 18. Financial Statements.”
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. Other than as discussed below, we are not currently involved in any legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations, other than the proceeding described below.
Notice of Alleged breach
Dividend Policy
We currently intend to retain any earnings for use in our business and do not intend, as of the date of this report, to pay cash dividends on our ordinary shares for the foreseeable future. Dividends, if any, on our outstanding ordinary shares will be proposed by our board of directors and subject to the approval of our shareholders. Even if our shareholders decide to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors and shareholders may deem relevant.
B. Significant Changes
No significant change has occurred other than as described in this annual report on Form 20-F since the date of our most recent audited consolidated financial statements.
ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details
Stock Exchange Listing
Our Ordinary Shares and warrant are traded on the NASDAQ under the symbol “MLEC” and “MLECW”, respectively.
B. Plan of Distribution
C. Markets
The Nasdaq Global Select Market.
D. Selling Shareholders
E. Dilution
F. Expenses of the Issue
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
As of June 30, 2025, there were 10,891,761 Ordinary Shares issued and outstanding, net of 12,282 of treasury shares. There were also 11,109,987 warrants outstanding, each entitling the holder to purchase one Ordinary Share for every 10 warrants exercised, at an exercise price of US$115.00 per share as a result of the RSS and 500,000 additional warrants at an exercise price of US$20. We are authorized to issue five hundred billion (500,000,000,000) Ordinary Shares, from which the shares already issued under the authorized capital shall be deducted.
B. Memorandum and Articles of Association
Registration Number
Our registration number with the Cayman Islands Registrar of Companies is OC-421988.
Objects
Our Articles state that the objects of the Company are unrestricted. Pursuant to section 7(4) of the Companies Act, the Company has full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.
The Companies Act and our Articles allow directors to hold interests in transactions with the Company provided such interests are disclosed in accordance with our Articles. Directors are permitted to vote and be counted in the quorum on matters in which they are interested unless otherwise provided by our Articles. There is no mandatory retirement age for our directors, and our directors are not required to hold any of our shares in order to qualify as directors.
Ordinary shares
Under the Companies Act and our Articles, our Board has general and unconditional authority to allot, issue, grant options over or otherwise deal with any unissued Ordinary Shares to such persons, at such times and on such terms and conditions as they may determine. Shares may be issued with or without preferred, deferred or other special rights or restrictions, whether in respect of dividend, voting, return of capital or otherwise.
The Company may also issue rights, options, warrants or other convertible securities conferring the right upon the holders to subscribe for, purchase or receive Ordinary Shares or other securities of the Company at such times and on such terms as the directors may determine. The Company shall not issue bearer shares or warrants to bearers. Ordinary shares that the Company purchases, redeems or acquires may be held as treasury shares or cancelled, as determined by the directors.
Unless otherwise provided in the terms of issue, the rights attaching to a class of shares may only be varied with the consent in writing of holders of not less than two-thirds of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of that class.
Preferential Subscription Rights
Under Cayman Islands law and in accordance with our Articles, shareholders do not have statutory pre-emptive rights to subscribe for additional issues of shares. Our Articles grant our board of directors general and unconditional authority to issue, allot and dispose of shares, options, warrants, convertible securities or other rights to acquire shares in the Company on such terms and conditions as they may determine, without requirement to first offer such securities to existing shareholders.
Share Repurchases
Under Cayman Islands law and our Articles, the Company may issue shares that are redeemable or liable to be redeemed, at the option of the Company or the holder of such shares, on such terms and in such manner as determined by our Board prior to the issuance of such shares. In addition, the Company may repurchase or otherwise acquire any of its own shares of any class, including redeemable shares, on such terms and in such manner as determined by our Board at the time of such repurchase, subject to the provisions of the Companies Act.
The purchase or redemption price may be paid out of capital, out of profits or from the proceeds of a fresh issue of shares, in each case as permitted by the Companies Act. Upon redemption or repurchase, the relevant shares may, at the discretion of the board of directors, either be cancelled or held as treasury shares.
While held in treasury, such shares may not be voted or receive dividends or other distributions. Treasury shares may subsequently be cancelled, transferred or otherwise disposed of by the Company in accordance with Cayman Islands law and our Articles.
Voting and Appointment of Directors
Voting Power
Each Ordinary Share entitles the holder to one vote. Neither Cayman Islands law nor our Articles contain any restrictions on the voting of Ordinary Shares by non-Cayman Islands residents.
Pre-emptive or Other Rights
There are no sinking fund or redemption provisions applicable to our Ordinary Shares.
General Meetings
In accordance with our Articles, there is no statutory distinction between ordinary and extraordinary general meetings. Unless otherwise provided by our Articles, resolutions at a duly convened general meeting are adopted by a simple majority of votes cast by shareholders present in person or by proxy. Our Articles provide that the quorum for a general meeting, where the Company has more than one shareholder, is one or more shareholder’s holding shares that represent not less than half of the outstanding shares carrying the right to vote at such general meeting. If a quorum is not present within fifteen minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, the meeting shall be: (i) cancelled, if was requisitioned by shareholders or (ii) adjourned, and at the adjourned meeting the shareholders present in person or by proxy shall constitute a quorum.
Annual General Meetings
Our Articles provide that the Company may, but shall not (unless required by the rules of the Nasdaq Global Market or any other applicable Designated Stock Exchange), be obligated to hold an annual general meeting, which, if held, shall be convened by our Board .
Extraordinary General Meetings
Under Cayman Islands law there is no statutory distinction between ordinary and extraordinary general meetings. However, certain matters must be approved by shareholders by way of a special resolution under our Articles and the Companies Act . A special resolution requires the approval of not less than two-thirds of the votes cast by shareholders who, being entitled to do so, vote in person or by proxy at a duly convened general meeting.
Matters requiring approval by special resolution include, among others: (i) amendments to our Articles ; (ii) a change of name or domicile; (iii) reduction of share capital; (iv) our voluntary liquidation or dissolution; and (v) such other matters as may be specified in the Companies Act or our Articles.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by our Articles on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Articles governing the ownership threshold above which shareholder ownership must be disclosed, other than as may be required by applicable rules of the Nasdaq Global Market, the SEC or other relevant regulatory authorities.
C. Material Contracts
Agreements Relating to the Business Combination
Business Combination Agreement
The Business Combination Agreement (the “Business Combination” or the “BCA”) was initially announced on April 17, 2025, among the Company, Bioceres Group Limited (formerly Bioceres Group PLC and one of the main shareholders of the Company) (“Bioceres Group”), Gentle Technologies Corp (“Gentle Tech”), and Nutrecon LLC (“Nutrecon”). Under the BCA, several parties transferred their respective holdings in Bioceres Group, Nutrecon, and Gentle Tech (together, the “Contributed Entities”) to the Company in exchange for a combination of newly issued Company shares and warrants.
Following the closing, Moolec became the legal parent company of the combined group comprising the Contributed Entities. The transaction was ratified by Moolec shareholders at the Extraordinary General Meeting (“EGM”) held on June 16, 2025, with 77% of the outstanding shares present and 98% of the votes cast in favor of the transaction. From an accounting perspective, and based on the guidance of IFRS 3, Bioceres Group is deemed to be the accounting acquirer. The transaction was consummated on the same date, June 16, 2025. See Introductory Note—“The Bioceres Group Business Combination Agreement.”
D. Exchange Controls
There are no exchange control laws or currency regulations in The Cayman Islands that would set out restrictions on our activities.
E. Taxation
The following is a summary of the material Cayman Islands and U.S. tax consequences of acquiring, owning and disposing of securities.
Material Cayman Islands Tax Considerations
The following is a discussion on certain Cayman Islands income tax consequences of an investment in our securities. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.
Under Existing Cayman Islands Laws
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature of inheritance tax, gift tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). There are no exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities, nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporate tax. No stamp duty is payable in respect of the issue of our securities. An instrument of transfer in respect of our securities is stampable if executed or brought into the Cayman Islands.
The Company has applied for, and received, an undertaking from the Financial Secretary of the Cayman Islands that, in accordance with section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of the shares, debentures or other obligations of the Company or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by the Company to or its shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of the Company
Material U.S. Federal Income Tax Considerations
General
The following is a summary of certain U.S. federal income tax consequences of the ownership and disposition of the Ordinary Shares by a U.S. holder (as defined below). This summary only applies to the Ordinary Shares held as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). The discussion below does not cover all aspects of U.S. federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, the ownership or disposition of the Ordinary Shares by particular investors (including consequences under the alternative minimum tax, Medicare tax on net investment income tax), and does not address state, local, non-U.S. or other tax laws (such as estate or gift tax laws). This summary also does not describe all of the tax consequences that may be relevant to holders that own (directly, indirectly or by attribution) 5% or more of the Ordinary Shares by vote or value, nor does this summary discuss all of the tax considerations that may be relevant to certain types of holders subject to special rules under the U.S. federal income tax laws, such as:
For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Ordinary Shares that is, for U.S. federal income tax purposes:
The U.S. federal income tax treatment of a partner in an entity or arrangement classified as a partnership for U.S. federal income tax purposes that holds the Ordinary Shares will depend on the status of the partner and the activities of the partnership. Holders that are entities or arrangements classified as partnerships for U.S. federal income tax purposes should consult their tax advisors concerning the U.S. federal income tax consequences to them and their partners of the ownership and disposition of the Ordinary Shares by the partnership.
This discussion is based on the tax laws of the United States, including the Code, its legislative history, existing, proposed and temporary Treasury regulations thereunder, published administrative pronouncements and court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive effect. No rulings have been requested from the U.S. Internal Revenue Service (the “IRS”) and there can be no guarantee that the IRS would not challenge, possibly successfully, the treatment described below.
THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. ALL HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING, AND DISPOSING OF THE ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.
U.S. Holders
Passive Foreign Investment Company Considerations
A non-U.S. corporation will be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,” either (i) at least 75% of the corporation’s gross income is “passive income” or (ii) at least 50% of the value of the corporation’s assets (generally based on the quarterly average of the value of its assets during the taxable year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, certain royalties and rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains.
If we are a PFIC in any year during which a U.S. holder owns the Ordinary Shares, subject to the discussion below regarding the mark-to-market or qualified electing fund (“QEF”) elections, a U.S. holder generally will be subject to special rules with respect to (i) any “excess distribution” (generally, any distributions received by a U.S. holder on its Ordinary Shares in a taxable year that are greater than 125% of the average annual distributions received by the U.S. holder in the three preceding taxable years or, if shorter, the U.S. holder’s holding period for the Ordinary Shares) and (ii) any gain realized on the sale, exchange, redemption or other taxable disposition of Ordinary Shares. Under these rules (a) the excess distribution or gain will be allocated ratably over the U.S. holder’s holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we became a PFIC will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year.
If we are a PFIC for any taxable year, to the extent any of our subsidiaries are also PFICs, a U.S. holder generally will be deemed to own shares in such lower-tier PFICs that are directly or indirectly owned by us in the proportion which the value of the Ordinary Shares owned by such U.S. holder bears to the value of all of our equity interests, and such U.S. holder generally will be subject to the tax consequences described above (and the IRS Form 8621 reporting requirement described below) with respect to the shares of such lower-tier PFIC the U.S. holder is deemed to own. As a result, if we receive a distribution from any lower-tier PFIC or sell shares in a lower-tier PFIC, a U.S. holder generally will be subject to tax under the excess distribution rules described above in the same manner as if such U.S. holder had held a proportionate share of the lower-tier PFIC stock directly, even if such amounts are not distributed to the U.S. holder. However, if a U.S. holder is treated as receiving an excess distribution in respect of a lower-tier PFIC, such holder would increase its tax basis in the Ordinary Shares by the amount of such distribution. In addition, if we were to distribute such amount to the U.S. holder with respect to its Ordinary Shares, such U.S. holder would not include the distribution in income but would instead reduce its tax basis in the Ordinary Shares by the amount of the distribution. The application of the PFIC rules to indirect ownership of any lower-tier PFIC held by us is complex and uncertain, and U.S. holders should therefore consult their tax advisors regarding the application of such rules to their ownership of the Ordinary Shares.
A U.S. holder may be able to avoid the interest charge and the other adverse impacts of the PFIC rules described above by making a mark-to-market election with respect to the Ordinary Shares, provided that the Ordinary Shares are “marketable.” PFIC shares generally are marketable if: (i) they are “regularly traded” on a national securities exchange that is registered with the SEC or on the national market system established under Section 11A of the Exchange Act; or (ii) they are “regularly traded” on any exchange or market that the Treasury Department determines to have rules sufficient to ensure that the market price accurately represents the fair market value of the stock. It is expected that the Ordinary Shares, which are listed on the Nasdaq, will qualify as marketable shares for purposes of the PFIC rules, but there can be no assurance that the Ordinary Shares will be “regularly traded” for purposes of these rules. Pursuant to the mark-to-market election, a U.S. holder would include in each year as ordinary income the excess, if any, of the fair market value of the Ordinary Shares over their adjusted basis at the end of the taxable year. A U.S. holder may treat as ordinary loss any excess of the adjusted basis of the Ordinary Shares over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the election in prior years. A U.S. holder’s adjusted tax basis in the PFIC shares will be increased to reflect any amounts included in income, and decreased to reflect any amounts deducted, as a result of a mark-to-market election. Any gain recognized on a sale, exchange, redemption or other taxable disposition of the Ordinary Shares will be treated as ordinary income and any loss will be treated as ordinary loss (but only to the extent of the net amount of income previously included as a result of a mark-to-market election), and thereafter, as capital loss. A mark-to-market election only applies for the taxable year in which the election was made, and for each subsequent taxable year, unless the PFIC shares cease to be marketable or the IRS consents to the revocation of the election. U.S. holders should also be aware that the Code and the Treasury regulations do not allow a mark-to-market election with respect to the stock of lower-tier PFICs that is non-marketable. There is also no provision in the Code, Treasury regulations or other published authority that specifically provides that a mark-to-market election with respect to the stock of a publicly-traded holding company (such as us) effectively exempts the stock of any lower-tier PFICs from the negative tax consequences arising from the general PFIC rules and, as a result, a mark-to-market election may not mitigate the adverse implications of the excess distribution regime with respect to an investment in the Ordinary Shares if we were a PFIC as a result of owning interests in PFIC subsidiaries. U.S. holders should consult their tax advisors to determine whether the mark-to-market tax election is available to them and the consequences resulting from such election.
In some cases, a shareholder of a PFIC may be subject to alternative treatment by making a QEF election to be taxed currently on its share of the PFIC’s undistributed income. To make a QEF election, we must provide U.S. holders with certain information compiled according to U.S. federal income tax principles. There is no assurance that we will provide such information. There is also no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided. In addition, if we hold an interest in a lower-tier PFIC (including, without limitation, in any PFIC subsidiaries), U.S. holders generally will be subject to the PFIC rules described above with respect to any such lower-tier PFICs. There can be no assurance that a portfolio company or subsidiary in which we hold an interest will not qualify as a PFIC, or that a PFIC in which we hold an interest will provide the information necessary for a QEF election to be made by a U.S. holder (in particular if we do not control that PFIC).
If we are a PFIC in any year with respect to which a U.S. holder holds the Ordinary Shares, we generally will continue to be treated as a PFIC with respect to such U.S. holder in all succeeding years during which the U.S. holder holds the Ordinary Shares (unless a purging election is made), regardless of whether we continue to meet the tests described above for treatment as a PFIC in such succeeding years. Under one form of purging election, a “deemed sale” election, a U.S. holder may be able to elect to be treated as having disposed of the Ordinary Shares at their fair market value as of the last day of the last taxable year in which we are a PFIC, triggering gain that would be subject to tax under the excess distribution regime discussed above but terminating treatment of the Ordinary Shares as stock of a PFIC with respect to such U.S. holder. As a result of the purging election, the U.S. holder would have a new basis and holding period in the Ordinary Shares for purposes of the PFIC rules. U.S. holders should discuss the potential availability of a deemed sale election and other purging elections with their tax advisors.
A U.S. holder that owns (or is deemed to own) shares in a PFIC during any taxable year generally is required to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is or has been made) with such U.S. holder’s U.S. federal income tax return and provide such other information as may be required by the U.S. Treasury Department. Failure to file IRS Form 8621 for each applicable taxable year may result in substantial penalties and result in the U.S. holder’s taxable years being open to audit by the IRS until such Forms are properly filed.
U.S. holders should consult their tax advisors concerning our likely PFIC status and the consequences to them, including potential reporting requirements, if we are a PFIC for any taxable year.
Dividends
Subject to the PFIC rules discussed above under “—Passive Foreign Investment Company Considerations,” the gross amount of distributions of cash or other property paid by us on our Ordinary Shares out of current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) generally will be taxable to a U.S. holder as dividend income, and will not be eligible for the dividends-received deduction allowed to corporations. Distributions in excess of current and accumulated earnings and profits will be treated as a nontaxable return of capital to the extent of the U.S. holder’s basis in the Ordinary Shares, and thereafter as capital gain. However, we cannot provide any assurance that we will maintain calculations of our earnings and profits in accordance with U.S. federal income tax accounting principles. U.S. holders should therefore assume that any distribution by us with respect to Ordinary Shares may be reported as ordinary dividend income. U.S. holders should consult their tax advisors with respect to the appropriate U.S. federal income tax treatment of any distribution received or treated as received from us. Dividends paid by us generally will be taxable to a non-corporate U.S. holder at the reduced rate normally applicable to long-term capital gains, provided that (i) the Ordinary Shares are readily tradable on an established securities market in the United States; (ii) certain holding period requirements are satisfied; and (3) we are not a PFIC for our taxable year during which the dividend is paid or the immediately preceding taxable year.
Sale, Exchange, Redemption or Other Taxable Disposition
Subject to the discussion above under “—Passive Foreign Investment Company Considerations,” a U.S. holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of the Ordinary Shares in an amount equal to the difference between (i) the amount realized on the sale, exchange, redemption or other taxable disposition and (ii) such U.S. holder’s adjusted tax basis in the Ordinary Shares. Any gain or loss recognized by a U.S. holder on a sale, exchange, redemption or other taxable disposition of the Ordinary Shares generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder’s holding period in such Ordinary Shares exceeds one year at the time of the sale, exchange, redemption or other taxable disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. holders (including individuals). The deductibility of capital losses is subject to limitations.
Foreign Financial Asset Reporting
U.S. taxpayers that own certain foreign financial assets, including equity of foreign entities, with an aggregate value in excess of US$50,000 at the end of the taxable year or US$75,000 at any time during the taxable year (or, for certain individuals living outside the United States and married individuals filing joint returns, certain higher thresholds) may be required to file an information report with respect to such assets with their tax returns. The Ordinary Shares are expected to constitute foreign financial assets subject to these requirements unless such Ordinary Shares are held in an account at a financial institution (in which case the account may be reportable if maintained by a foreign financial institution). U.S. holders should consult their tax advisors regarding the application of the rules relating to foreign financial asset reporting.
Backup Withholding and Information Reporting
Information reporting requirements may apply to payments of dividends on, and to the proceeds from the sale, exchange, redemption or other taxable disposition of the Ordinary Shares effected within the United States (and, in certain cases, outside the United States), in each case, other than U.S. holders that are exempt recipients (such as corporations).
Backup withholding may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. holder’s broker) or is otherwise subject to backup withholding.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. Holders should consult their tax advisors regarding these rules and any other reporting obligations that may apply to the ownership or disposition of the Ordinary Shares, including reporting obligations related to the holding of certain foreign financial assets.
F. Dividends and Paying Agents
G. Statement by Experts
H. Documents on Display
We are subject to the information requirements of the Exchange Act, except that as a foreign issuer, we will not be subject to the proxy rules or the short-swing profit disclosure rules of the Exchange Act. In accordance with these statutory requirements, we will file or furnish reports and other information with the SEC, which you may inspect and copy at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. In addition, our security filings may be accessed at our website, http://www.moolecscience.com. Such filings and other information on our website are not incorporated by reference in this annual report on Form 20-F.
I. Subsidiary Information
Please refer to “Item 4. Information on the Company—C. Organizational Structure.”
J. Annual Report to Security Holders
If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks in the ordinary course of our business. These risks primarily include credit risk, liquidity risk, market risk and fair value risk. For more information about market risks to which we are exposed, see Note 15 to our audited consolidated financial statements included elsewhere in this annual report.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
B. Warrants and Rights
C. Other Securities
D. American Depositary Shares
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
A. Defaults
On August 11, 2025, the Company disclosed in a Form 6-K filed with the U.S. Securities and Exchange Commission (the “SEC”) that in June 2025, Bioceres S.A., one of the Argentine subsidiaries of Bioceres Group Limited, defaulted on a portion of its financial debt that was due that month. As a result, Bioceres S.A. had initiated a debt restructuring process for its financial debt for an aggregate amount of US$36.4 million.
For further information, see the Company’s Form 6-K furnished to the SEC on August 11, 2025, which is incorporated herein by reference.
As of the date of this Annual Report, the default remains outstanding.
B. Arrears and Delinquencies
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15. CONTROLS AND PROCEDURES
A. Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2025. Based on such evaluation, management concluded that the Company’s disclosure controls and procedures were not effective as of such date due to the material weakness described below under Item 15B.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
B. Management’s Annual Report on Internal Control Over Financial Reporting
Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as adopted by the IASB and includes those policies and procedures that:
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting (as defined in Rules 13(a)-13(f) and 15(d)-15(f) under the U.S. Securities Exchange Act of 1934) as of June 30, 2025. In making this assessment, it used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Management has excluded Bioceres Group, Nutrecon and Gentle Tech from its assessment of internal control over financial reporting as of June 30, 2025, because they were acquired by the Company in June 16, 2025 close to the year ended June 30, 2025. Bioceres Group, Nutrecon and Gentle Tech are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment of internal control over financial reporting represent 100% and 71%, respectively, of the Company’s consolidated financial statement amounts as of and for the year ended June 30, 2025.
During the fiscal year ended June 30, 2025, management identified a material weakness in the Company’s internal control over financial reporting related to the accounting for business combinations, specifically the timely completion of the purchase price allocation (PPA) in connection with Business Combination.
The material weakness resulted from insufficient resources to gather and assess timely the necessary valuation information to complete the PPA within the SEC reporting deadline. Consequently, the Company was unable to finalize the allocation of the purchase price to the acquired identifiable assets and liabilities in accordance with IFRS 3 before the SEC reporting deadline.
Remediation Plan:
Management has initiated remediation actions to address this material weakness, which include:
C. Attestation Report of the Registered Public Accounting Firm
This report does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
D. Changes in Internal Control Over Financial Reporting
Other than the remediation activities described above, there were no changes in the Company’s internal control over financial reporting during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 16. Reserved
A. Audit Committee Financial Expert
Our board of directors has determined that Romualdo Varela is an “audit committee financial expert” as defined by the SEC item 16A of Form 20-F. All members of the audit committee are independent directors as defined in the Nasdaq Global Select Market corporate governance standards and Rule 10A-3 under the Exchange Act.
B. Code of Ethics
We have adopted a Code of Ethics applicable to our directors, executive officers and employees and to all board members, employees and officers of our controlled companies. The Code of Ethics codifies the business and ethical principles that govern all aspects of our business. A copy of the Code of Ethics will be filed with the SEC and will be provided without charge upon written request to us in writing at compliance@moolecscience.com. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 6-K (as required) or on our website.
C. Principal Accountant Fees and Services
Price Waterhouse & Co. S.R.L. (“PwC”) has acted as our principal accountants for the years ended June 30, 2025 and 2024. The following is a summary of fees paid or to be paid to PwC for services rendered for each of the last two fiscal years.
Audit Fees
Audit fees consist of fees billed for standard audit work that needs to be performed each year in order to issue opinions on our consolidated financial statements and for services that are normally provided by PwC in connection with regulatory filings. The aggregate fees billed by PwC for professional services rendered for the audit of our annual consolidated financial statements and review of the financial information included in our required filings with the SEC for the years ended June 30, 2025 and 2024 totaled US$0.4 million and US$0.4 million, respectively.
Audit-Related Fees
Audit-related fees billed consist of fees for services such as auditing of non-recurring transactions, consents and comfort letters and any other audit services required for SEC or other regulatory filings. The aggregate fees billed by PwC for professional services rendered for audit-related services for the year ended June 30, 2024 totaled US$0.2 million. PwC did not bill us for audit-related fees for the year ended June 30, 2025.
Tax Fees
Tax services relate to the aggregated fees for services on tax compliance. PwC did not bill us for tax fees for the years ended June 30, 2025 and 2024.
All Other Fees
We did not pay PwC for other services for the years ended June 30, 2025 and 2024.
Pre-approval Policies
Our audit committee approves all auditing services and permitted non-audit services performed for us by its independent auditor in advance of an engagement. All auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent auditor must be approved by the audit committee in advance, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the committee prior to the completion of the audit.
D. Exemptions from the Listing Standards for Audit Committees
No exemptions from the listing standards for our audit committee.
E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In the year ended June 30, 2025, we did not purchase any of our Ordinary Shares. See “Item 10 Additional Information—B. Memorandum and Articles of Association—Share Repurchases.”
F. Change in Registrant’s Certifying Accountant
G. Corporate Governance
See “—Item 6. Directors, Senior Management and Employees—C. Board Practices.”
H. Mine Safety Disclosure
I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
J. Insider Trading Policies
Our Board of Directors hasadopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of the Company’s insider trading policy is filed as Exhibit 11.1 to this report.
K. Cybersecurity
As of the date of this report we have not adopted a formal cybersecurity policy, and we have not invested in a comprehensive set of processes for managing cybersecurity risk due to our relatively small size and limited resources. However, we have taken certain preliminary steps to manage cybersecurity risks such as utilizing commercially available anti-virus software on company computers, utilizing cloud-based systems and software offered by major global software and computer systems providers for company records and documents.
As of the date of this report we do not believe, or are not aware, of any existing or previous cybersecurity incident that has materially affected or are reasonably likely to materially affect our business, strategy, operations, or financial condition. However, we may in the future be materially adversely affected by a cybersecurity incident, such as a computer system failure, a computer system security breach, and as a result may be subject to ransomware, phishing attacks, or other malicious intrusions.
Cybersecurity Risk Governance
Our Compliance Officer is responsible for assessing and managing material risks from cybersecurity threats. Our Compliance Officer oversees our efforts to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Our Board of Directors has specific responsibility for overseeing cybersecurity risk management and evaluation and being informed on risks from cybersecurity threats.Our Compliance Officer reports to the Board of Directors on cybersecurity risk management matters as needed. Any material cybersecurity incidents would be reported to the Board of Directors by our Compliance Officer. In the case of a material cybersecurity incident, our board is responsible for ensuring that the proposed action and disclosure of the incident is adequate and that measures are put in place to prevent further incidents. See Item 3 – Risk Factors—“We rely on information technology systems, and any inadequacy, failure, interruption or security breaches of those systems may impair our ability to operate our business effectively” in this Form 20-F.
PART III
ITEM 17. FINANCIAL STATEMENTS
We have responded to Item 18 in lieu of this item.
ITEM 18. FINANCIAL STATEMENTS
Financial Statements are filed as part of this report, see page F-1.
ITEM 19. EXHIBITS
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.
MOOLEC SCIENCE SA
Consolidated financial statements as of
June 30, 2025 and 2024 and for the years
ended June 30, 2025, 2024 and 2023
Contents
Report of Independent Registered Public Accounting Firm
To the board of directors and shareholders of Moolec Science SA
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Moolec Science SA and its subsidiaries (the “Company”) as of June 30, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in shareholders’ deficit / equity and of cash flows for each of the three years in the period ended June 30, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2025 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1.1 to the consolidated financial statements, due to the loss of financial support from former main shareholders and default events in certain subsidiaries, Moolec’s financial conditions deteriorated and its access to financing have been restricted or limited. These events or conditions raise substantial doubt on the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1.1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Price Waterhouse & Co. S.R.L.
We have served as the Company’s auditor since 2020.
CONSOLIDATED SATEMENT OF COMPREHENSIVE INCOME
For the years ended June 30, 2025, 2024 and 2023
(Amounts in US$)
The accompanying Notes are an integral part of these consolidated financial statements. Related parties balances and transactions are disclosed in Note 17.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As of June 30, 2025 and 2024
The accompanying Notes are an integral part of these Consolidated financial statements. Related parties balances and transactions are disclosed in Note 17.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT / EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
For the years ended June 30, 2025 2024 and 2023(Amounts in US$)
1,666,680
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2025 and 2024 and for the years ended June 30, 2025, 2024 and 2023
(Amounts in US$, except otherwise indicated)
Index
Reverse stock split after the reporting period.
Moolec Science SA (the “Company” or the “Group”) is an exempted company incorporated under the laws of the laws of the Cayman Islands.
The company was previously registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440. On May 22, 2025 (the “Effective Date”), the Company changed its jurisdiction by redomiciling Moolec Science (Luxembourg) from the Grand Duchy of Luxembourg to the Cayman Islands as Moolec Science (Cayman Islands) by way of continuation pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands (the “Redomiciliation”). Following the Redomiciliation, the Company’s address is at c/o Ogier Global (Cayman) -89 Nexus Way, Camana Bay, Grand Cayman KY1-9009.
On May 14, 2025, Moolec Science (Luxembourg) made effective a reverse stock split of its Ordinary Shares (the “Reverse Stock Split”) on the consolidation ratio of ten-to-one(the “Consolidation Ratio”), pursuant to which holders of Ordinary Shares received one Ordinary Share for every ten Ordinary Shares held.
1.1 Going Concern
In July 2025, Bioceres LLC, a wholly owned subsidiary of Bioceres S.A., received a notice of default on its financial debt in the amount of $69.5 million. The creditor conducted a public auction for 3,062,500 pledged BIOX shares, pursuant to the New York Uniform Commercial Code. Management has responded to the creditor, reserving all rights, remedies, and defenses. As of June 30, 2025, the current debt amounts to $58.0 million.
As of June 30, 2025, the Group had a negative working capital amounting to $204,860,444, and a shareholders’ deficit of $82,873,602. Additionally, the Group reported recurring operating losses amounting to $104,150,129.
The loss of control constitutes the derecognition event under IFRS 10.25. Accordingly, the Group will derecognize the assets and liabilities of Theo I SCSp and will remeasure its retained interest at fair value in accordance with IFRS 9 at the date of the derecognition event. This will result in the recognition of an estimated gain of $9.5 million in the consolidated statement of profit or loss as of the derecognition date.
The resulting derecognition effects are expected to generate an approximate gain of $91.0 million related to the loss of control of Bioceres S.A. and an additional approximate gain of $5.3 million related to the loss of control of Bioceres LLC (including the loss of holding in BIOX, therefore it will no longer be an equity method associate). These amounts will be recognized in the consolidated statement of profit or loss as of the derecognition date.
Statement of compliance with IFRS as issued by IASB
These consolidated financial statements of the Group have been prepared in accordance with IFRS Accounting (“IFRS”) as issued by International Accounting Standard Board (“IASB”), and interpretations issued by the IFRS Interpretations Committee (IFRIC), following the accounting policies as set forth and summarized in Note 4 – “Summary of significant accounting policies”. All IFRS issued by the IASB, effective at the time of preparing these consolidated financial statements have been applied.
Authorization for the issue of the Consolidated financial statements
These consolidated financial statements of the Group as of June 30, 2025 and 2024 and for the years ended June 30, 2025, and 2024 have been authorized by the Board of Directors of Moolec Science SA on December 29, 2025.
Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis, except for items that are required to be accounted for at fair value.
The significant accounting policies set out in Note 4 – Summary of significant accounting policies have been consistently applied in preparing these consolidated financial statements to all the periods presented, unless otherwise stated.
Due to the activities of the Group, costs and expenses presented in the statement of operations are classified according to their function. The statement of financial position has been prepared based on the nature of the transactions, distinguishing: (a) current assets from non-current assets, where current assets are assets that should be realized, sold or used during the normal operating cycle, or the assets owned with the aim of being sold in the short-term (within 12 months); (b) current liabilities from non-current liabilities, where current liabilities are liabilities that should be paid during the normal operating cycle or over the 12-month period subsequent to the reporting date.
All other assets and liabilities are classified as non-current. Current and deferred tax assets and liabilities (income tax credits / liabilities) are presented separately from each other and from other assets and liabilities, classified as current and non-current, respectively.
The consolidated financial statements of the Group have been prepared using:
Accrual basis of accounting:
Accrual basis of accounting (except for cash flows information). Under this basis of accounting, the effects of transactions and other events are recognized as they occur, even when there are no cash flows.
Functional currency and presentation currency
Functional currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic market in which the entity operates (i.e., “the functional currency”).
The Company and the main subsidiaries of the Group have United States Dollars as functional currency.
Macroeconomic context – in recent years Argentina’s macroeconomic scenario has featured a misalignment between inflation rates and the devaluation of the Argentine peso, which became more pronounced during the first half of the year ended June 30, 2022. Notwithstanding such misalignment, the Company’s Argentine subsidiaries have been able to continue pricing their products in U.S. dollars as the costs of products and services are set in U.S. dollars. This has also been achievable as the demand for the type of products the Company commercializes is relatively inelastic when compared to non-essential goods and services. Further, Argentina’s significant economic volatility has caused materials, and other costs of providing goods that the Company acquires from the Argentine domestic market, to become increasingly indexed to the U.S. dollar (i.e., denominated in Argentine Pesos but indexed to the U.S. dollar exchange rate).
For the years ended June 30, 2025, 2024 and 2023, Argentinian subsidiaries, that have Argentine Pesos as functional currency, had applied IAS 29 “Financial reporting in hyperinflationary economies” which requires that the financial statements of an entity whose functional currency is the currency of a hyperinflationary economy, whether these are based on the historical cost method or the current cost method, be stated in terms of the measuring unit current at the closing date of the reporting period. For such purpose, the inflation produced since the acquisition date or the revaluation date, as applicable, must be computed in non-monetary items. The standard details a series of factors to be considered for concluding whether an economy is hyperinflationary, including, but not limited to, a cumulative inflation rate over a three-year period that approaches or exceeds 100%. Inflation accumulated in three years, as of June 30, 2018, was over 100%. It was for this reason that, in accordance with IAS 29, the Argentine economy had to be considered as hyperinflationary since July 1, 2018. Consequently, the Group has applied IAS 29 to these financial statements.
During an inflationary period, any entity that maintains an excess of monetary assets over monetary liabilities will lose purchasing power, and any entity that maintains an excess of monetary liabilities over monetary assets will gain purchasing power, provided that such items are not subject to an adjustment mechanism.
Briefly, the restatement mechanism of IAS 29 establishes that monetary assets and liabilities will not be restated because they are already expressed in a current unit of measurement at the end of the reporting period. Assets and liabilities subject to adjustments based on specific agreements, will be adjusted according to those agreements. Non-monetary items measured at their current values at the end of the reporting period, such as the net realizable value or others, do not need to be restated. The remaining non-monetary assets and liabilities will be restated according to a general price index. The loss or gain for the net monetary position will be included in the net result of the reporting period, revealing this information in a separate line item.
The inflation adjustment to the initial balances was calculated by means of a conversion factor derived from the Argentine price indexes published by the National Institute of Statistics.
The Argentine price index as of June 30, 2025, and 2024 was 8,855.5681 and 6,351.7145, respectively.
Presentation currency
The consolidated financial statements of the Group are presented in US dollars.
Foreign currency
Transactions entered into by Group entities in a currency other than their functional currency are recorded at the relevant exchange rates as of the date upon which such transactions occur. Foreign currency monetary assets and liabilities are translated at the prevailing exchanges rates as of the final day of each reporting period. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognized immediately in profit or loss, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation for which exchange differences are recognized in other comprehensive income and accumulated in the foreign exchange reserve along with the exchange differences arising on the retranslation of the foreign operation. Upon the disposal of a foreign operation, the cumulative exchange differences recognized in the foreign exchange reserve relating to such operation up to the date of disposal are transferred to the Consolidated statement of profit or loss and other comprehensive income as part of the profit or loss reorganized upon such disposal.
Business combination
On June 16, 2025, it was completed the business combination with Bioceres Group Limited, Nutrecon LLC and Gentle Technologies Corp. pursuant to the terms of the Business Combination Agreement approved by Moolec Science SA’s shareholders. Through this transaction, Moolec Science SA acquired all the issued and outstanding equity interests of Bioceres Group and Nutrecon and 50% of Gentle Tech, integrating mature agricultural biologicals and seed businesses, nutritional solutions, and emerging technology ventures. In consideration for the contributed entities, the Company issued approximately 6.2 million of ordinary shares to the shareholders of Bioceres Group, 450,000 of ordinary shares and 500,000 private warrants with an exercise price of US$20.00per share to the shareholders of Nutrecon, and 132,750 ordinary shares to the shareholders of Gentle Tech. Also, Moolec Science SA committed to issue additional ordinary shares twelve months after the acquisition date, representing the 10% of the total shares to be issued (the “Holdback”), representing approximately 0.7 million of ordinary shares to the shareholders of Bioceres Group, 50,000 of ordinary shares to the shareholders of Nutrecon, and 14,750 ordinary shares to the shareholders of Gentle Tech. As a result of this combination, Bioceres Group, Nutrecon and Gentle Tech became subsidiaries of Moolec, and the Company evolved into a diversified life sciences and food-tech platform, as more fully described below in Note 1 – The Group’s business reorganization and general information - “The Bioceres Group Business Combination Agreement”. This business combination was accounted as reverse acquisition in accordance with IFRS 3 – Business Combinations.
Subsidiaries
Where the Group holds a controlling interest in an entity, such entity is classified as a subsidiary. The Group exercises control over such an entity if all three of the following elements are present: (i) the Group has the power to direct or cause the direction of the management and policies of the entity; (ii) the Group is exposed to the variable returns of such entity; and (iii) the Group has power to affect the variability of such returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.
De-facto control exists in situations where the Group has the practical ability to direct the relevant activities of an entity without holding the majority of the voting rights. In determining whether de facto control exists, the Group considers all relevant facts and circumstances, including:
The subsidiaries of the Group, all of which have been included in the consolidated financial statements of the Group, are as follows:
a) Direct interests held by Bioceres Group Limited.
b) Direct interest held by Moolec Science SA.
c) Since 2023, the Group exercises “de facto control” over Bioceres Crop Solutions Corp, however, as stated in note Note 1 – The Group’s business reorganization and general information - “The Bioceres Group Business Combination Agreement”, Bioceres Group Limited lost the “de facto control” on June 24, 2025. The subsidiary was deconsolidated as of June 30, 2025, and the investment in it was measured using the equity method. The Group’s consolidated result includes the results of that entity up to the date of its deconsolidation. No results related to the loss of control have been recognized. Various notes to the financial statements show the effect it has had on consolidated assets and liabilities, business segments and CGUs.
d) Direct interest held by Nutrecon LLC.
Special purpose and structured entities (“SPE”)
A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity and the relevant activities are directed by means of contractual arrangements. In these cases, the Company considers the purpose and design of the SPE, including a consideration of the risks the SPE was expected to be exposed to, the risks it was designed to pass on to the parties involved with the SPE and whether the Company is exposed to some or all of those risks or potential returns. One then considers which activities have a significant impact on the SPE’s returns and determines which parties have an ability to direct each of those activities.
The Group controls an SPE when is exposed, or has rights, to variable returns from its involvement with the SPE and has the ability to affect those returns through its power over the SPE. Following the BIOX deconsolidation, the Group does not control any SPE.
New standards and interpretations adopted by the Group
These new standards and amendments did not have any material impact on the Group.
These amendments are not expected to have material impact on the Group.
The Group is analyzing the potential impact of this standard on our financial statements, which is expected to mainly affect the presentation and structure of the primary financial statements and related disclosures, but not the recognition or measurement of transactions.
4.1. Cash and cash equivalents
For the purposes of the statements of financial position and statements of cash flows, cash and cash equivalents include cash on hand and in banks and short-term highly liquid investments. Investments can be readily convertible to known amounts of cash and they are subject to insignificant risk of changes in value. In the consolidated statements of financial position, bank overdrafts are included in borrowings within current liabilities.
4.2. Financial assets and liabilities
The Group measures its financial assets at initial recognition at fair value and subsequently at amortized cost using the effective interest method.
The Group has not irrevocably designated a financial asset as measured at fair value through profit or loss to eliminate or significantly reduce a measurement or recognition inconsistency.
Financial assets at fair value through profit or loss are measured at fair value through profit and loss due to the business model used in their negotiation and/or the contractual characteristics of their cash flows.
Estimates
The Group makes estimates of uncollectability of its recorded receivables. Management analyzes trade account receivables in accordance with conventional criteria, adjusting the amount through a charge of an allowance for bad debts upon recognition of the inability of third parties to afford their financial obligations to the Group. Management specifically analyzes the accounts receivable, the historical bad debts, solvency of customers, current economic trends and the changes to the payment conditions of customers to assess the adequate allowance for bad debts.
Offsetting of financial assets with financial liabilities
Financial assets and liabilities are offset and presented for their net amount in the statements of financial position only when the Group has the right, legally enforceable, to compensate the recognized amounts and has the intention to liquidate for the net amount or to settle the asset and cancel the liability simultaneously.
4.3. Inventories
Inventories are recognized at cost initially and subsequently at the lower of cost and net realizable value. Cost comprises all costs of purchase and conversion as well as other costs incurred in bringing the inventories to their present location and condition.
Weighted average cost is used to determine the cost of ordinarily interchangeable items.
The Group assesses the recoverability of inventories considering their sale price, whether the inventories are damaged and whether they have become obsolete in whole or in part.
Net realizable value is the sale price estimated to be attained in the ordinary course of business, less costs of completion and other selling expenses.
The Group sets up an allowance for obsolescence or slow-moving inventories in relation to finished and in-process products. The allowance for obsolescence or slow-moving inventories is recognized for finished products and in-process products based on an analysis by Management of the aging of inventory stocks.
4.4. Biological assets
Within current assets, growing crops are included as biological assets, from the moment of sowing until the moment of harvest (approximately 5 to 7 months depending on the crop). At harvest time the biological assets are transformed into agricultural products, including seed varieties for resale, and incorporated into the inventory.
Costs are capitalized as biological assets if, and only if, (a) it is probable that future economic benefits will flow to the entity, and (b) the cost can be measured reliably. The Group capitalizes costs such as: planting, harvesting, weeding, seedlings, irrigation, agrochemicals, fertilizers and a systematic allocation of fixed and variable production overheads that are directly attributable to the management of biological assets, among others.
Biological assets, both at initial recognition and at each subsequent reporting date, are measured at fair value less costs to sell, except where fair value cannot be reliably measured. Cost approximates fair value when little biological transformation has taken place since the costs were originally incurred or the impact of biological transformation on price is not expected to be material.
Gains and losses that arise from measuring biological assets at fair value less costs to sell and measuring agricultural produce at the point of harvest at fair value less costs to sell are recognized in the statement of income in the period in which they arise in the line item “Initial recognition and changes in fair value of biological assets”.
From the harvest time, agricultural products are valued at net realizable value because there is a market asset, and the risk of non-sale is non-significant.
Generally, the estimation of the fair value of biological assets is based on models or inputs that are not observable in the market and the use of unobservable inputs is significant to the overall valuation of the assets. Unobservable inputs are determined based on the best information available. Key assumptions include future market prices, estimated yields at the point of harvest, estimated production cycle, future cash flows, future costs of harvesting and other costs, and estimated discount rate.
Market prices are generally determined by reference to observable data in the principal market for the agricultural produce. Harvesting costs and other costs are estimated based on historical and statistical data. Yields are estimated based on several factors, including the location of the farmland and soil type, environmental conditions, infrastructure and other restrictions and growth at the time of measurement. Yields are subject to a high degree of uncertainty and may be affected by several factors out of the Group’s control including but not limited to extreme or unusual weather conditions, plagues and other crop diseases, among other factors.
4.5. Basis of consolidation
Business combinations
The Group applies the acquisition method to account for business combinations. The acquisition cost is measured as the aggregate of the consideration transferred for the acquisition of a subsidiary, which is measured at fair value at the acquisition date, and the amount of any non-controlling interest in such subsidiary. The Group recognizes any non-controlling interest in a subsidiary at the non-controlling interest’s proportionate share of the recognized amounts of subsidiary’s identifiable net assets. The acquisition related costs are expensed as incurred.
Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. The contingent consideration is classified as an asset or liability that is a financial instrument under IFRS 9 is measured at fair value through profit or loss.
Goodwill is initially measured at cost, which is the excess of the aggregate of the consideration transferred and the amount of the non-controlling interest and any previous interest carried over the net identifiable assets acquired, and liabilities assumed.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing, goodwill acquired in a business combination is, as of the acquisition date, allocated to each of the cash-generating units of the Group that is expected to benefit from the synergies of the combination, without considering whether other assets or liabilities of the subsidiary are allocated to those units.
Any impairment in the carrying value is recognized in the consolidated statement of comprehensive income. In the case of acquisitions in stages, prior to the write-off of the previously held equity interest in the subsidiary, said interest is re-measured at fair value as of the date of acquisition of control over the subsidiary. The result of the re-measurement at fair value is recognized in profit or loss.
When a seller in a business combination has contractually agreed to indemnify the Group for the result of a contingency or uncertainty related to the entirety or a portion of an asset or liability, the Group recognizes an indemnification asset. The indemnification asset is measured on the same basis as the indemnification item. At the end of each period, the Group measures the indemnification assets recognized at the acquisition date on the same basis as the indemnified liability, subject to any contractual limitation on the amount and, for an indemnification asset that is not periodically measured at fair value, based on Management’s assessment of the recoverability of the indemnification asset. The Group derecognizes the indemnification asset when it collects or sells it, or when it loses the right over it.
Reverse acquisitions
In a reverse acquisition, the accounting acquirer usually issues no consideration for the acquiree. Instead, the accounting acquiree usually issues its equity shares to the owners of the accounting acquirer. Accordingly, the acquisition-date fair value of the consideration transferred by the accounting acquirer for its interest in the accounting acquiree is based on the number of equity interests the legal subsidiary would have had to issue to give the owners of the legal parent the same percentage equity interest in the combined entity that results from the reverse acquisition. The fair value of the number of equity interests calculated in that way can be u sed as the fair value of consideration transferred in exchange for the acquiree.
Consolidated financial statements prepared following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but described in the notes as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with one adjustment, which is to adjust retroactively the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Comparative information presented in those consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree).
Because the consolidated financial statements represent the continuation of the financial statements of the legal subsidiary except for its capital structure, the consolidated financial statements reflect:
When a reverse acquisition occurs, in calculating the weighted average number of ordinary shares outstanding (the denominator of the earnings per share calculation) during the period in which the reverse acquisition occurs:
The basic earnings per share for each comparative period before the acquisition date presented in the consolidated financial statements following a reverse acquisition shall be calculated by dividing:
Subsidiaries are entities controlled by the Group. Information about Group accounting policy is included in Note 2 – “Accounting standards and Basis of Preparation”.
Non controlling interest
NCI are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition.
Change in ownership interest in subsidiaries without change of control
Transactions with non-controlling interest that do not result in a loss of control are accounted for as equity transactions - i.e., as transactions with the owners in their capacity as owners. The recorded value corresponds to the difference between the fair value of the consideration paid and/or received and the relevant share acquired and/or transferred of the carrying value of the net assets of the subsidiary.
Loss of control
When the Group loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognized in profit or loss.
Investments for which the Group does not exercise control, but which are not accounted for under the equity method due to meeting the definition of a financial asset, are measured at fair value through profit or loss in accordance with IFRS 9 Financial Instruments.
When an investee (either a subsidiary or other investment) enters a liquidation process and the Group no longer retains the ability to direct its relevant activities—such as through the formal appointment of a liquidator by the investee’s Board of Directors—the Group concludes that control has been lost. In such cases, the date of the liquidator’s appointment is considered the derecognition event for purposes of IFRS 10.
Associate and joint arrangements
An associate is an entity over which the Group exerts significant influence. Significant influence is the power to participate in financial and operating policy decision-making at such entity, but it does not involve control or joint control over those policies.
The Group is a party to a joint arrangement when there is a contractual arrangement that confers joint control over the relevant activities of the arrangement to the Group and at least one other party. Joint control is assessed under the same principles as control over subsidiaries.
The Group classifies its interests in joint arrangements as either:
In assessing the classification of interests in joint arrangements, the Group considers:
The Group accounts for its interests in joint ventures and associates using the equity method, where the Group’s share of post-acquisition profits and losses and other comprehensive income is recognized in the Consolidated statement of profit and loss and other comprehensive income.
Losses in excess of the Group’s investment in the joint venture and associates are recognized only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.
Profits and losses arising on transactions between the Group and its joint ventures and associates are recognized only to the extent of unrelated investors’ interests in the joint venture and/or associates. The Group’s share in a joint venture and/or associates’ profits and losses resulting from a transaction is eliminated against the carrying amount of investment in the joint venture and/or associates through the line “share of profit (or loss) of joint ventures and associates” in the Consolidated statements of profit or loss and other comprehensive income.
Any premium paid for an investment in a joint venture and/or associates above the fair value of the Group’s share of the identifiable assets, liabilities and contingent liabilities acquired is capitalized and included in the carrying amount of the investment in the joint venture and/or associates. Where there is objective evidence that the investment in a joint venture and/or associates has been impaired, the carrying amount of the investment is tested for impairment in the same way as other non-financial assets.
When the Group loses significant influence in an associate or joint control over a joint venture, it measures and recognizes any investment held at fair value. Any difference between the carrying amount of the associate or joint venture when losing significant influence or joint control and the fair value of the held investment and sale revenue are recognized in profit or loss.
The Group accounts for its interests in joint operations by recognizing its share of assets, liabilities, revenues and expenses in accordance with its contractually conferred rights and obligations.
For all joint arrangements structured in separate vehicles the Group must assess the substance of the joint arrangement in determining whether it is classified as a joint venture or joint operation. This assessment requires the Group to consider whether it has rights to the joint arrangement’s net assets (in which case it is classified as a joint venture), or rights to and obligations for specific assets, liabilities, expenses, and revenues (in which case it is classified as a joint operation).
Paragraph 18 of IAS 28 states when an investment in an associate or a joint venture is held by, or is held indirectly through, an entity that is a venture capital organization, or a mutual fund, unit trust and similar entities, the entity may elect to measure that investment al fair value through profit or loss in accordance with IFRS 9.
The Company has elected to measure the investment in associates held through Theo I SCSp at fair value through profit or loss in accordance with IFRS 9.
There is uncertainty regarding Management’s estimates of the Group’s ability to recover the carrying amounts of the investments in joint ventures, since such estimates depend on the joint ventures’ ability to generate sufficient funds to complete the development projects, the future outcome of the project deregulation process and the amounts and timing of the cash flows from projects, among other future events.
Management assesses whether there are impairment indicators and, if any, it performs a recoverability analysis.
Management estimates of the recoverability of these investments represent the best estimate based on available evidence, the existing facts and circumstances, using reasonable and provable assumptions in the cash flow projections.
Therefore, the consolidated financial statements do not include adjustments that would be required if the Group were unable to recover the carrying amount of the above-mentioned assets by generating sufficient economic benefits in the future.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains and losses) arising from intra-group transactions, are eliminated. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group´s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
4.6. Impairment assessment of Goodwill and Intangible assets
Impairment tests on goodwill and intangible assets not yet available for use or with indefinite useful lives, are undertaken annually at the end of the reporting period. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows (its Cash Generating Unit or CGU). Goodwill is allocated on initial recognition to each of the Group’s CGUs that are expected to benefit from a business combination that gives rise to the goodwill.
Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognized in other comprehensive income. An impairment loss recognized for goodwill is not reversed.
Impairment testing of goodwill and intangible assets not yet available for use or with indefinite useful lives, requires the use of significant assumptions for the estimation of future cash flows and the determination of discount rates. The significant assumptions and the determination of discount rates for the impairment testing of goodwill are further explained in Note 7.9 - Goodwill.
4.7. Property, plant and equipment
Property, plant and equipment items are initially recognized at cost. In addition to the purchase price, cost also includes costs directly attributable to such property, plant and equipment items. There are no unavoidable costs with respect to dismantling and removing items. The cost of property, plant and equipment items acquired in a business combination is their fair value at the acquisition date.
Depreciation is calculated using the straight-line method to allocate the property, plant or equipment items’ cost or revalued amounts, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term as follows:
Research instruments: 3 to 10 years
Office equipment: 5 to 10 years
Vehicles: 5 years
Computer equipment and software: 3 years
Fixture and fittings: 10 years
Machinery and equipment: 5 to 10 years
Buildings: 50 years
Useful lives and depreciation methods are reviewed every year as required by IAS 16.
As a result of the business combination completed on June 16, 2025, and the BIOX deconsolidation, the structure, scale and operations of the Group changed significantly compared with the former reporting entity. The transaction resulted in a new combined entity whose asset base, operational model and strategic focus differ materially from those of the pre-combination entity.
Given these changes, management re-assessed the appropriateness of the accounting policy applied to property, plant and equipment. Prior to the business combination, the former entity measured certain classes of property, plant and equipment under the revaluation model. Following the acquisition, and considering the characteristics of the combined business, management determined that the cost model provides more reliable and relevant information for users of the financial statements.
Accordingly, beginning on June 16, 2025, the Group discontinued the revaluation model and now measures all property plant and equipment at cost less accumulated depreciation and impairment losses. The change has been accounted for prospectively in accordance with applicable IFRS requirements, as it results from management’s reassessment of the accounting policies of the newly formed reporting entity rather than from a voluntary change.
The carrying amounts of property, plant and equipment previously measured under the revaluation model became their deemed cost at the date the new policy was adopted. No restatement of comparative periods was required.
Prior to The Bioceres Group Business Combination Agreement and the BIOX deconsolidation, the assets under items Land and Buildings, were accounted for at fair value arising from the last revaluation performed, applying the revaluation model indicated by IAS 16. Starting with the fiscal year ended on June 30, 2024, the Group modified its Property, Plant, and Equipment valuation policy by changing the revaluation frequency for items classified under Buildings and Land. The revaluation must never exceed five years between each occurrence, in compliance with the maximum periods established by accounting standards, or whenever there are indications that the carrying amount differs significantly from the amount that could be determined using fair value at the end of the reporting year.
To obtain fair values, the existence or not of an active market it was considered for the assets in their current status. For those assets for which an active market in their current status existed, the fair values were determined based on their market values. For the remaining cases, the market values of comparable new assets were analyzed, applying a discount based on the status and wear of each asset and considering the characteristics of each of the revalued assets (for example, improvements made, maintenance status, level of productivity, use, etc.
The Group used to carry certain classes of property, plant and equipment under the revaluation model under IAS 16. The revaluation model requires that the Group carry property, plant and equipment at revalued amounts, being fair value at the date of revaluation less any subsequent accumulated depreciation and any subsequent accumulated impairment losses. IAS 16 requires that the Group carry out these revaluations with sufficient regularity so that the carrying amounts of its property, plant and equipment do not differ materially from that which would be determined using fair value at the end of a reporting period. The determination of fair value at the date of revaluation requires judgments, estimates and assumptions based on market conditions prevailing at the time of any such revaluation. Changes to any of the Group’s judgments, estimates or assumptions or to the market conditions subsequent to a revaluation will result in changes to the fair value of property, plant and equipment.
The Group used to prepare the corresponding revaluations on a regular basis taking into account the work of independent appraisers. The Group uses different valuation techniques depending on the class of property being valued. Generally, the Group determines the fair value of its industrial buildings and warehouses based on a depreciated replacement cost approach. The Group determines the fair value of its land based on active market prices adjusted, if necessary, for differences in the nature, location or condition of the specific asset. If this information is not available, the Group may use alternative valuation methods, such as recent prices in less active markets.
Property valuation is a significant area of estimation uncertainty. Fair values used to be prepared regularly by Management, taking into account independent valuations. The determination of fair value for the different classes of property, plant and equipment is sensitive to the selection of various significant assumptions and estimates. Changes in those significant assumptions and estimates could materially affect the determination of the revalued amounts of property, plant and equipment. The Group utilizes historical experience, market information and other internal information to determine and/or review the appropriate revalued amounts.
The following were the most significant assumptions used in the preparation of the revalued amounts for its classes of property, plant and equipment:
a) Land: The Group generally used to use the market price of a square meter of land for the same or similar location as the most significant assumption to determine the revalued amount. The Group typically used to use comparable land sales in the same location to assess appropriateness of the value of its land.
b) Industrial buildings and warehouses: The Group generally used to determine the construction cost of a new asset and then the Group adjusts it for normal wear and tear. Construction prices may include, but are not limited to, construction materials, labor costs, installation and assembly costs, site preparation, professional fees and applicable taxes. Construction costs may differ significantly from year to year and are subject to macroeconomic changes in the economy where the Group operates, such as the impact of inflation and foreign exchange rates. The construction cost of its industrial buildings and warehouses is determined on a US dollar per constructed square meter basis, while the construction cost of its mills, facilities and grain storage facilities is determined by reference to their total capacity measured in tons milled or stored, respectively. A 5% increase or decrease in the construction costs or the estimate of normal wear and tear relating to such assets could have an impact of $1.2 million on their revalued amounts.
4.8. Leased assets
Leases are recognized as a right-of-use asset and corresponding liability at the date of which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
In determining the lease term, the Company considers all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
Short term leases are recognized on a straight-line basis as an expense in the income statement.
At initial recognition, the right-of-use asset is measured considering the value of the initial measurement of the lease liability; any lease payments made at or before the commencement date, less any lease incentives; and any initial direct costs incurred by the lessee. After initial recognition, the right-of-use assets are measured at cost, less any accumulated depreciation and/or impairment losses, and adjusted for any re-measurement of the lease liability. Depreciation of the right-of-use asset is calculated using the straight-line method over the estimated duration of the lease contract.
The lease liability is initially measured at the present value of the lease payments that are not paid at such date, including variable lease payments that depend on an index or rate, initially measured using the index or rate as of the commencement date; amounts expected to be payable by the lessee under residual value guarantees; the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease; and fixed payments, less any lease incentives receivable. After the commencement date, the Company measures the lease liability by increasing the carrying amount to reflect interest on the lease liability; reducing the carrying amount to reflect lease payments made; and re-measuring the carrying amount to reflect any reassessment or lease modifications.
The above-mentioned inputs for the valuation of the right of use assets and lease liabilities including the determination of the contracts within the scope of the standard, the contract term ant interest rate used in the discounted cash flow involved a management’s estimations.
4.9. Intangible assets
a) Externally acquired intangible assets
Externally acquired intangible assets are initially recognized at acquisition date fair value (which is considered as their cost). After initial recognition, those assets are measured at cost less accumulated amortization and accumulated impairment losses.
Intangible assets acquired from third parties have an estimated useful life as follows (in years):
Software: 3 years
Trademarks and patents: 5 years
Certification ISO Standards: 3 years
Useful lives and amortization methods are reviewed every year as required by IAS 38.
To value acquired intangible assets, valuation techniques generally accepted in the market are applied, based mainly on the revenue approach (such as excess earnings, relief from royalty, and with or without), considering the characteristics of the assets to be valued and available information to estimate their acquisition date fair value. Application of these valuation techniques requires the use of several assumptions related to future cash flows and the discount rate.
b) Internally generated intangible assets (development costs)
Expenditure on internally developed products is capitalized if it can be demonstrated that:
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognized in the consolidated statement of profit or loss and other comprehensive income as incurred (Note 8.3 - R&D classified by nature).
Capitalized development costs are amortized using the straight-line method over the periods the Group expects to benefit from selling the products developed (Note 7.8 – Intangible assets).
The research and development process can be divided into several discrete steps or phases, which generally begin with discovery, validation and development and end with regulatory approval and commercial launch. The process for developing seed traits is relatively similar for both GM and non-GM traits. However, the two differ significantly in later phases of development. For example, obtaining regulatory approval for GM seeds is a far more comprehensive and lengthy process than for non-GM seeds. Although breeding programs and industrial biotechnology solutions may have shorter or simpler phases than those described below, the Group has used the industry consensus for seed-trait development phases to characterize its technology portfolios, which is generally divided into the following six phases:
i) Discovery: The first phase in the technology development process is the discovery or identification of candidate genes or genetic systems, metabolites, or microorganisms potentially capable of enhancing specified plant characteristics or enabling an agro-industrial biotech solution.
ii) Proof of concept: Upon successful validation of the technologies in model systems (in vitro or in vivo), promising technologies graduate from discovery and are advanced to the proof of concept phase. The goal of this phase is to validate a technology within the targeted organism before moving forward with technology escalation activities or extensive field validation.
iii) Early development: In this phase, field tests commenced in the proof of concept phase are expanded to evaluate various permutations of a technology in multiple geographies and growing cycles, as well as other characteristics in order to optimize the technology’s performance in the targeted organisms. The goal of the early development phase is to identify the best mode of use of a technology to define its performance concept.
iv) Advanced development and deregulation: In this phase, extensive field tests are used to demonstrate the effectiveness of the technology for its intended purpose. In the case of GM traits, the process of obtaining regulatory approvals from government authorities is also initiated during this phase, and tests are performed to evaluate the potential environmental impact of modified plants. For solutions involving microbial fermentation, industrial-scale runs are conducted.
v) Pre-launch: This phase involves finalizing the regulatory approval process and preparing for the launch and commercialization of the technology. The range of activities in this phase includes seed increases, pre-commercial production, and product and solution testing with selected customers. Usually, a more detailed marketing strategy and preparation of marketing materials occur during this phase.
vi) Product launch: In general, this phase, which is the last milestone of the research and development process, is carried out by the Group, the joint ventures and/or the Group’s technology licensees. When technology is commercialized through the joint ventures or technology licensees, a successful product launch will trigger royalty payments to the Group, which are generally calculated as a percentage of the net sales realized by the technology and captured upon commercialization.
Demonstrability of technical feasibility generally occurs when the project reaches the “advanced development and deregulation” phase because at this stage success is considered to be probable.
c) Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at acquisition date fair value (which is considered as their cost). After initial recognition, those assets are measured at cost less accumulated amortization and accumulated impairment losses in the same manner as intangible assets acquired separately.
Intangible assets acquired in a business combination have an estimated useful life as follows (in years):
Product development: 20 – 25 years
Trademarks: 20 years
Customer loyalty: 14 - 26 years
To value intangible assets acquired from a business combination, valuation techniques generally accepted in the market were applied, based mainly on the revenue approach (such as excess earnings, relief from royalty, and with or without), considering the characteristics of the assets to be valued and available information to estimate their acquisition date fair value. Application of these valuation techniques requires the use of several assumptions related to future cash flows and the discount rate.
4.10. Investment properties
Investment properties shall be measured initially at its cost. The cost of a purchased investment property comprises its purchase price and any directly attributable expenditure. Directly attributable expenditure includes, for example, professional fees for legal services, property transfer taxes and other transaction costs.
In the measurement after initial recognition, the Group has chosen the cost model for all investment properties.
4.11. Borrowings
The Group measures its borrowings at initial recognition at fair value and, subsequently, are measured at amortized cost using the effective interest rate method.
Borrowing costs, either generic or specific, attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to get ready for their intended use or sale (qualifying assets) are included in the cost of the assets until the moment that they are substantially ready for use or sale. Income earned on the temporary investments of funds generated in specific borrowings still pending use in the qualifying assets, are deducted from the total of financing costs potentially eligible for capitalization.
All other loan costs are recognized under financial costs, through profit and loss.
4.12. Convertibles notes
Financial liabilities, like convertible notes that do not meet the “fixed for fixed” condition, are classified at their inception at fair value through profit or loss or at amortized cost, using the effective interest amortization method.
4.13. Employee benefits
Employee benefits are expected to be settled wholly within 12 months after the end of the reporting period and are presented as current liabilities.
The accounting policies related to incentive payments based on shares, if any, are detailed in Note 19 – Share-based payments.
4.14. Provisions
The Group has recognized provisions for liabilities of uncertain timing or amount. The provision is measured at the best estimate of the expenditure required to settle the obligation at the end of the reporting period, discounted at a pre-tax rate reflecting current market assessments of the time value of money and risks specific to the liability.
4.15. Warrant liabilities
As part of the business combination, the Group acquired public warrants and private warrants.
Public Warrants: These instruments are initially recognized at fair value on the date the derivative contract is entered into and are subsequently remeasured to fair value at the end of each reporting period. Gains and losses arising from changes in fair value are recognized in profit or loss.
These warrants are measured at Level 1 fair value, based on their quoted market price.
Private Warrants: These instruments are measured at fair value using valuation techniques, including the Black-Scholes model.
These warrants are classified as Level 3 fair value measurements, as they rely on significant unobservable inputs.
4.16. Revenue recognition
Revenue is recognized when control has been transferred to the buyer. Transfers of control vary depending on the individual terms of the sales contract. Revenues are recognized when control of the products has been transferred, which generally means that the products have been delivered to the customer and there is no unfulfilled obligation that could affect a customer’s acceptance of the products. Generally, acceptance occurs upon shipment or delivery but ultimately depends on the terms of the underlying contracts. The customer is then invoiced at the agreed-upon price with the usual payment terms for each geographical region. Those payment terms do not contain a significant financing component.
The timing of performance sometimes differs from the timing that the associated consideration is received from the customer, thus resulting in the recognition of a contract asset or contract liability. The Company recognizes a contract liability if the customer’s payment of consideration is received prior to completion of the related performance obligation.
As a part of the Company’s customary business practices, the Company offers a number of sales incentives to the customers, including volume discounts, retailer incentives, prepayment options and other product rebates. For all such contracts that include any variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Although determining the transaction price for consideration requires significant judgment, the Company has meaningful historical experience with incentives provided to customers and estimate the expected consideration in view of historical patterns of incentive payouts. These estimates are reassessed each reporting period.
The Company also offer an assurance warranty, which gives customers a refund or exchange right in the case the delivered product does not conform to specifications. Replacement products are accounted for under the warranty guidance if the customer exchanges one product for another of the same type, quality, and price. The Company has significant experience with historical return patterns and use this experience to include returns in the estimate of transaction price.
With respect to services, the Company mainly provides R&D and seed treatment services. Revenue associated with services is recognized by reference to the stage of completion of the transaction at the end of the reporting period. Each of the services to be provided has a detailed work plan in which all activities to be rendered are listed. The stage of completion for services is determined in accordance with the execution of the performed tasks listed in the respective work plan. The level of execution of such services is provided by the Company’s technical experts, who provide information relating to the transfer of goods or services. The Company has no material revenue for services that cannot be reliably estimated.
Revenue for usage-based royalties relating to licensed intellectual property rights is recognized at the later of when the performance obligation is satisfied and when a sale or use occurs.
Typically, the Company’s average payment terms range from 130 to 160 days at a consolidated level. Longer terms may be granted in limited circumstances; however, the effects of such sales are not material to the consolidated financial statements. Those payment terms do not contain a significant financing component.
4.17. Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. Management elected this accounting policy because the Group determined it better shows the financial effect of government grants in the consolidated financial statements.
When the Group receives grants of non-monetary assets, the asset and the grant are recorded at nominal amounts and released to profit or loss over the expected useful life of the asset.
The difference between the money obtained under government loans at subsidized rates and the carrying amount of those loans is treated as a government grant, in accordance with IAS 20.
4.18. Income tax
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.
The Group has determined that interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted for them under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
The Group has determined that the global minimum top-up tax – which it is required to pay under Pillar Two legislation – is an income tax in the scope of IAS 12. Pillar Two legislation is not applicable to Moolec Science SA in accordance with current thresholds.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax
Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability in the Consolidated statement of financial position differs from its tax base, except for differences arising on:
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilized.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the deferred tax liabilities / (assets) are settled / (recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
4.19. Share-based payments
Prior to the Business Combination and the BIOX deconsolidation, certain executives and directors of the Group were granted incentives in the form of shares and options to purchase shares as consideration for services.
The cost of these share-based transactions is determined based on their fair value at the date upon which such incentives are granted using a valuation model that is appropriate in the circumstances.
This cost is recognized as an expense together with an increase in equity throughout the period in which the service or performance conditions are satisfied (i.e., the vesting period). The accumulated expense recorded in connection with these transactions at the end of each year until the vesting date reflects the time elapsed between the vesting period and Management’s best estimate of the number of equity instruments that will vest. The charge to income/loss for the period represents the variation in the accumulated expense recorded between the beginning and the end of the year.
Non-market related service and performance conditions are not taken into account when determining the grant date fair value of the equity instruments, but the probability that the conditions are fulfilled is assessed as part of Management’s best estimate of the number of equity instruments that will vest. Market-related performance conditions are reflected in the grant date fair value. Any other conditions related to equity-settled share-based payment transactions but without a service requirement are considered as non-vesting conditions. Non-vesting conditions are reflected in the fair value of the equity instruments and are charged to income/loss immediately unless there are service and/or performance conditions as well.
No amount is recognized for transactions that will not vest because non-market related performance conditions and/or service conditions were not satisfied. When transactions include market-related conditions or non-vesting conditions, the transactions are considered to be vested, irrespective of whether a market-related condition or the non-vesting condition is satisfied, provided that all the other performance and/or service conditions are met.
When the terms and conditions of an equity-settled share-based payment transaction are modified, the minimum expense recognized is the grant date fair value, unmodified, provided that the original terms have been complied with. An additional expense, measured at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee.
When the transaction is settled by the Group or by the counterparty, any remainder of the fair value is charged to income immediately.
The dilutive effect of current options is considered in the calculation of the diluted earnings per share.
The estimate of the fair value of equity-settled share-based payment transactions requires a determination to be made of the most adequate option pricing model to apply depending on the terms and conditions of the arrangement. This estimate also requires a determination of those factors most appropriate to the pricing model, including the expected life of the option and the expected volatility of the share price upon the basis of which assumptions are made. The Group measures the fair value of these transactions at the grant date applying the Black-Scholes formula adjusted to consider the possible dilutive effect of the future exercise of the share options granted on their estimated fair value at grant date, as established in paragraph B41 of IFRS 2. The assumptions used for the estimate of the fair value of these transactions are disclosed in Note 19 – Share-based payment and will not necessarily take place in the future.
As of June 30, 2025 no equity awards are outstanding.
5. CRITICAL ACCOUNTING JUDGMENTS 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 listed below.
Critical judgements
Critical estimates
6. ACQUISITIONS AND OTHER SIGNIFICANT TRANSACTIONS
Bioceres Group, Nutrecon, Gentle Tech and Moolec Science business combination
As stated in Note 1 – The Group’s business reorganization and general information - “The Bioceres Group Business Combination Agreement”,on June 16, 2025, it was announced the closing of the Bioceres Group Business Combination.
The combined group now operates an integrated platform encompassing R&D, manufacturing, and regulatory capabilities that span from molecular design to validation in both fermenter and field environments. On one front, the Company advances its molecular farming programs in crops such as soy and safflower to produce proteins and lipids with animal-like functionality and plant-based cost structures. On the other front, Moolec is developing a precision fermentation facility in Finland, under the SynBio Powerlabs brand, which will be dedicated to producing target proteins, enzymes, and other biomolecules using optimized microbial and cellular systems. Once operational, this facility will provide an industrial pathway to design, ferment, and scale alternative proteins while establishing commercial channels with leading food companies.
The combination of these two complementary approaches, farming and fermentation, will enable the Company to accelerate time-to-market, diversify technology risks, and anchor production costs in agricultural scalability, without compromising product functionality or organoleptic properties.
The Business Combination under IFRS 3, Business Combinations, was accounted using the acquisition method of accounting and treating the transaction as a reverse acquisition. Under this approach, Bioceres Group (the legal subsidiary) was considered the accounting acquirer, and Moolec Science SA (the legal acquirer) was considered the accounting acquiree, together with Gentle Tech and Nutrecon.
As a result, the consolidated financial statements represent a continuation of the financial statements of Bioceres Group, the predecessor, with the net assets of Moolec Science SA, Gentle Tech and Nutrecon recognized at fair value on the acquisition date.
Because the transaction is accounted for as a reverse acquisition, the consideration transferred is based on the number of equity instruments that Bioceres Group would have had to issue to give the owners of Moolec Science SA, Nutrecon and Gentle Tech the same percentage ownership in the combined entity that results from the transaction. The fair value of the consideration amounted to $19,939,162.
Identifiable Assets Acquired and Liabilities Assumed (Accounting Acquirees):
Provisional Purchase Price Allocation:
The purchase price allocation (“PPA”) related to the business combinations have been determined on a provisional basis in accordance with IFRS 3.
Under IFRS 3, the Company is permitted to adjust the provisional amounts recognized at the acquisition date during the measurement period, which may extend up to twelve months from the acquisition date, as new information becomes available regarding facts and circumstances that existed at that date. Consequently, the amounts disclosed in this note are subject to change.
Fair value of the consideration of payment
The consideration of payment was measured at fair value, which was calculated as the sum of equity shares and warrants. The fair values of the warrants measured were based on Black & Scholes method and the equity shares measured was determined using the Moolec’s share quoted price at the transaction date.
Assets acquired, liabilities assumed, and non-controlling interest recognized
Non-controlling interest (NCI) was measured at the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets.
In one of the three acquired businesses, the Group held an equity interest in the acquiree prior to obtaining control. In accordance with IFRS 3, the previously held interest was remeasured at its acquisition-date fair value, and the resulting gain or loss was recognized in profit or loss. This remeasurement reflects the change in value of the Group’s existing investment up to the date control was obtained and forms part of the total consideration transferred for the business combination.
The fair value of the identifiable net assets exceeded the consideration transferred (including the fair value of the NCI). As required by IFRS 3, the resulting excess was recognized as a bargain purchase gain in profit or loss on the acquisition date. The bargain gain primarily reflects overperforming asset base identified during the purchase price allocation process. The bargain gain on purchase is recognized in the line item “Other income or expenses, net” in the Consolidated Statement of Comprehensive Income.
The amounts of revenue and net profit of the acquirees since the merger date included in the consolidated statement of comprehensive income for the year ended June 30, 2025, were immaterial considering that the acquisition date was very close to the end of the fiscal year.
Had the reverse acquisition been completed onJuly 1 2024, the pro forma revenue and net loss of the combined entity for the year ended June 30, 2025 as though the date for the merger had been as of the beginning of the reporting period amount to $339.8 million and $157.4 million, respectively.
Natal Agro S.R.L.
On June 10, 2024, the former subsidiary, BIOX, acquired a controlling interest in Natal Agro S.R.L (“Natal”), an Argentine company that breeds and develops corn varieties. The interest acquired is represented by a total of 116,225 shares of AR$ 10 nominal value each, representing 51% of equity and voting interest.
The consideration for the acquisition was $0.22million in cash and the commitment to carrying out, at BIOX’s own expense, the regulatory activities for HB4 corn to obtain authorization for its commercialization in Argentina, and the regulatory activities for HB4 corn in Brazil, once the commercialization strategy of HB4 corn in Brazil has been defined by the Company.
The consideration of payment was measured at fair value, which was calculated as the sum of cash paid and the acquisition-date fair values of the regulatory services to be provided. The fair values measured were based on discounting future cash flow using market discount rates. The difference between fair value and nominal value of consideration will be recognized as finance cost over the period the consideration will be paid.
The business combination was executed in a context of financial setbacks faced by the acquired company. To address these, in addition to the initial cash payment, BIOX has committed to providing a working capital loan of up to $3 million to help alleviate the financial strain.
BIOX will also provide regulatory services related to its proprietary technologies, which will enable strategic business development for Natal and create a new product pipeline leveraging BIOX’ technology. Specifically, BIOX has agreed to grant Natal an exclusive license for certain technologies to be applied to corn, with Natal committing to pay 15% of the revenues generated from this technology.
7. INFORMATION ABOUT COMPONENTS OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
7.1 Cash and cash equivalents
7.2 Other financial assets
The book value is reasonably approximate to the fair value given its short-term nature.
7.3 Trade receivables
As of June 30, 2025, there is no allowance for impairment of trade debtors, as the trade debtors mainly was acquired through the Business Combination Agreement consummated in June 16, 2025.
7.4 Other receivables
The book value of financial assets is reasonably approximate to the fair value given its short-term nature.
7.5 Inventories
The roll-forward of allowance for obsolescence is in Note 7.16.
7.6 Biological assets
Changes in Biological assets:
7.7 Property, plant and equipment
Property, plant and equipment as of June 30, 2025 and 2024, included the following:
The depreciation charge is included in Notes 8.3 - R&D classified by nature and Note 8.4 – Expenses classified by nature and function. The Group has no commitments to purchase property, plant and equipment items.
Revaluation of property, plant and equipment
The Group used to frequently update their assessment of the fair value of its land and buildings taking into account the most recent independent valuations and market data. Last valuations were performed as of June 30, 2023. Management determined the property, plant and equipment’s value within a range of reasonable fair value estimates.
All resulting fair value estimates for properties are included in level 2 or 3 depending on the methodology used.
The following are the carrying amounts that would have been recognized if land and building were stated at cost.
7.8 Intangible assets
Intangible assets as of June 30, 2025 and 2024 included the following:
The amortization charge is included in Notes 8.3 - R&D classified by nature and Note 8.4 – Expenses classified by nature and function.
There are no intangibles assets whose use has been restricted or which have been delivered as a guarantee. The Group has not assumed any commitments to acquire new intangibles.
There is an inherent material uncertainty related to management’s estimation of the ability of the Group to recover the carrying amounts of internally generated intangible assets, because it is dependent upon Group’s ability to raise sufficient funds to complete the projects development, the future outcome of the regulatory process, and the timing and amount of the future cash flows generated by the projects, among other future events.
Management’s estimations about the demonstrability of the recognition criteria for these assets and the subsequent recoverability represent the best estimate that can be made based on all the available evidence, existing facts and circumstances and using reasonable and supportable assumptions in cash flow projections. Therefore, the consolidated financial statements do not include any adjustments that would result if the Group were unable to recover the carrying amount of the above-mentioned assets through the generation of enough future economic benefits.
The Group is required to perform an annual impairment test for non-depreciating assets, either because they are not available for use, have indefinite useful lives, or for other intangible assets when events or changes in circumstances indicate that their carrying amount may not be recoverable. The recoverable amount is determined based on calculations of value in use. This method requires estimating future cash flows and determining a discount rate to calculate the present value of those cash flows.
Management has made the estimates considering the cash flow projections projected by the management. All key assumptions values reflect past experience or, if appropriate, are consistent with external sources of information.
Key assumption
The discount rate applied was either 16.39% or 11.56%, depending on the target market.
The weighted average cost of capital (WACC) was estimated using the market capital structure plus 2% of risk premium which reflect the higher risk associated with intangible assets.
For the cost of equity, the discount rate is estimated based on the Capital Asset Pricing Model (CAPM).
The projected revenue from the products and services of the CGUs has been estimated by the management based on market penetration data for comparable products and technologies and on future expectations of foreseen economic and market conditions.
The prices and royalties estimated in the revenue projections are based on current and projected market prices for the products and services of the CGUs.
A projection horizon longer than five years was adopted, as the GGUs are linked to biological products that require extended development and regulatory approval timelines across multiple target countries. Due to the nature of these products and the maturity level of the markets involved, a longer time frame is essential to reasonably capture the expected cash flows and the time needed to reach commercial readiness and registration milestones. Projected range period used: 8-18 years.
Management estimates that any reasonably possible change in any of these key assumptions would not cause the aggregate carrying amount of the CGU to exceed its recoverable amount.
7.9 Goodwill
The Group is required to test whether goodwill has suffered any impairment on an annual basis. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the cash flows.
Prior to the BIOX deconsolidation, the CGUs were determined as follows:
Rizobacter CGU. This CGU is composed of all revenues collected through Rizobacter from the production and sale of proprietary and third-party products, both in the domestic and international markets. Additionally, Rizobacter generates revenue from the formulation, fragmentation and resale of third-party products.
Bioceres Crops CGU. This CGU is composed of the expected revenues from the commercialization of intensive R&D products that previously were allocated on the equity participation.
Insuagro CGU. This CGU is composed of all revenues collected through Insuagro from the production and sale of proprietary and third-party products, both in the domestic markets.
Pro Farm Group Inc CGU. This CGU is composed of all revenues collected through Pro Farm from the production and sale of proprietary and third-party products, both in the domestic and international markets.
Management has made the estimates considering the cash flow projections projected by the management and third-party valuation reports on the assets, intangible assets and liabilities assumed. The key assumptions utilized are the following:
The discount rate used ranges was 14.11% for Rizobacter UGE and for Bioceres Crops UGE, and 9.28% for Pro Farm UGE due to the target market.
The weighted average cost of capital (“WACC”) rate has been estimated based on the market capital structure.
The prices (Rizobacter CGU and Pro Farm CGU) and royalties (Bioceres Crops CGU) estimated in the revenue projections are based on current and projected market prices for the products and services of the CGUs.
Rizobacter CGU and Bioceres Crops CGU: The growth rate used to extrapolate the future cash flow projections to terminal period is 2%.
Pro Farm CGU: EBITDA multiple (10x)
7.10 Investment properties
The decrease for the year is attributed to loss of control in BIOX.
The book value of the investment properties does not differ significantly from its fair value.
7.11 Trade and other payables
The book value of financial liabilities is reasonably approximate to the fair value given its short-term nature.
7.12 Borrowings
Bioceres S.A. is the guarantor of the stock purchase agreement signed on October 28, 2022, between Theo I SCSp and DRACO I-LATAM SPC LTD, as well as the subsequent credit line agreement signed on December 11, 2023, which are included in the investment in Theo I SCSp, as indicated in Note 13 – Joint ventures and associates.
As a result of Theo I SCSp’s default in July 7, 2025, Bioceres S.A., a subsidiary of Bioceres Group, as guarantor, recognized the financial debt with DRACO I-LATAM SPC LTD as of June 30, 2025. The amount recognized of $61.7 million was determined as the difference between the estimated realizable value of Theo I SCSp’s assets and the settlement value of its liabilities. Theo I SCSp is an associate of Bioceres Group, a wholly owned subsidiary of the Company. As of June 30, 2024 and 2023, the fair value of Theo I SCSp’s assets exceeded the value of its liabilities. Accordingly, the value of the guarantee recognized by Bioceres S.A. as of June 30, 2024 and 2023 was zero. See note 8.6.
In December 2024, the Company issued 2,380,952convertible preference shares for total proceeds of $15 million. These preference shares accrue a 9% per annum payment-in-kind (PIK) return and grant the holder specific conversion rights, including the option to convert into ordinary shares at predefined terms, mandatory conversion provisions, and redemption alternatives contingent on the occurrence of certain events. See Note 21 – Events occurring after the reporting period.
The carrying value of some borrowings as of June 30, 2025 and 2024, are measured at amortized cost differ from their fair value. The following fair values measured are based on discounted cash flows (Level 3) due to the use of unobservable inputs, including own credit risk.
As stated in Note 1 – The Group’s business reorganization and general information - “The Bioceres Group Business Combination Agreement”, in June 2025, Bioceres S.A., one of the Argentine subsidiaries of Bioceres Group Limited, defaulted on a portion of its financial debt that was due that month. The aggregate amount is $36.4 million.
In July 2025, Bioceres LLC, a wholly owned subsidiary of Bioceres S.A., received a notice of default on its financial debt in the amount of $69.5 million. The creditor conducted a public auction for 3,062,500 pledged BIOX shares, pursuant to the New York Uniform Commercial Code. Management has responded to the creditor, reserving all rights, remedies, and defenses. As of the date of this report, the current debt amounts to $58.0 million.
7.13 Convertible notes
Secured Guaranteed Notes
The Secured Guaranteed Notes due 2026 bore interest at 9.0% from the issue date through 24 months after the issue date, 13.0% from 25 through 36 months after the issue date, and 14.0% from 37 through 48 months after the issue date. Interest was payable semi-annually.
On June 18, 2025, BIOX entered into an amendment to the Secured Guaranteed Notes pursuant to which the aggregate principal amount increases from $26,437,485 to $29,081,233, with an annual interest rate of 19%, of which 14% is payable in cash and 5% in kind. BIOX is required to make scheduled amortization payments of $1,000,000 on the last business day of each calendar month and may only be repurchased in full. Had BIOX repurchased it on or before August 5, 2025, a 5% “Prepayment Premium” penalty would have applied. If the repurchase occurred after that date, the penalty increased to 10%. The Prepayment Premium also applied to payments made following acceleration.
The Secured Guaranteed Notes due 2026 had no conversion rights into BIOX ordinary shares.
Secured Convertible Guaranteed Notes
The Secured Guaranteed Convertible Notes were issued for a total principal amount of $55 million. The notes have a 4- year maturity and accrue interest at an annual interest rate of9%, of which 5% is payable in cash and 4% in-kind. At any time up to maturity the note holders might opt to convert the outstanding principal amount into common shares of BIOX at a strike price of $18 per share. BIOX can repurchase the notes voluntarily 30 months after the issue date.
On June 18, 2025, BIOX entered into an amendment to the Secured Convertible Guaranteed Notes pursuant to which the aggregate principal amount increases from $61,652,927 to $67,868,227, and the maturity date is extended to August 31, 2027. The notes carry an annual interest rate of 15%, of which 5% is payable in cash and 10% in kind. Noteholders have now the option to convert the outstanding principal amount of their Convertible Notes into common shares of BIOX at a reduced strike price of $6 per share. If BIOX raises more than $10,000,000 in common equity, the strike price resets to the lesser of (1) the then-applicable strike price or (2) the price per share at which the new shares are issued (or the weighted average price per share, if issued at varying prices). BIOX may voluntarily repurchase the Convertible Notes; however, it must pay either a “Prepayment Premium Fee” or an “Equity Option Fee.” If the repurchase occurs on or before August 31, 2025, a 5% prepayment penalty applies. If the repurchase had occurred on or before August 31, 2025, a 5% prepayment penalty would have applied. If repurchased between September 1 and prior to October 1, 2025, the penalty would have increased to 7%. For repurchases on or after October 1, 2025, the applicable fee would be the full Equity Option Fee. Additionally, either the Prepayment Premium Fee or the Equity Option Fee will apply in the event of payments made following acceleration.
At inception, the fair value of the liability component of the Secured Convertible Guaranteed Notes was measured using a discount rate of 13.57%. Following the BIOX deconsolidation and as of June 30, 2025, the Secured Convertible Guaranteed Notes are not included within the line item “Convertible Notes” from the Statement of Financial Position.
As of June 30, 2025 a total of $4.8 million was accrued as a Prepayment Premium Fee. (Note 8.5).
Following the BIOX deconsolidation and as of June 30, 2025, the Secured Guaranteed Notes are not included within the line item “Convertible Notes” from the Statement of Financial Position
Convertible Notes
On October 15, 2023, Moolec Science has entered into an agreement to issue a convertible note due 2026 to Invim Corporativo S.L. As of June 30, 2025, the Company has received USD 10,000,000related to such convertible note. Additionally, the Company signed additional convertible notes for USD 940,000 between October 2023 and June 30, 2024 with local farmers and jointly with the convertible note with Invim Corporativo S.L., are referred to as “the Notes”
The Notes have a term of three years with an early conversion option with a strike price of US $60.00 per share. 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. 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 Science will have the option at each payment date to capitalize the interest accrued. After the remaining cash payment made during 2024 the interest rate was increased to 10% per annum. Lastly, as per the convertible note with Invim Corporativo S.L., after the in-kind contribution, when received, 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. See Note 21 - Events occurring after the reporting period – Notice of Alleged Breach.
7.14 Employee benefits and social security
7.15 Deferred revenue and advances from customers
7.16 Changes in allowances and provisions
Uses and
reversals
Currency
conversion
difference
Loss of
control
The Group has recorded a provision for probable administrative, judicial and out-of-court proceedings that could arise in the ordinary course of business, based on a prudent criterion according to its professional advisors and on Management’s assessment of the best estimate of the amount of possible claims. These potential claims are not likely to have a material impact on the results of the Group’s operations, its cash flow or financial position.
Management considers that the objective evidence is not enough to determine the date of the eventual cash outflow due to a lack of experience in any similar cases. However, the provision was classified under current or non-current liabilities, applying the best prudent criterion based on Management’s estimates.
There are no expected reimbursements related to the provisions.
In order to assess the need for provisions and disclosures in its consolidated financial statements, Management considers the following factors: (i) nature of the claim and potential level of damages in the jurisdiction in which the claim has been brought; (ii) the progress of the eventual case; (iii) the opinions or views of tax and legal advisers; (iv) experience in similar cases; and (v) any decision of the Group’s management as to how it will respond to the eventual claim.
Conditional payment Rizobacter S.A.
The Group agreed with certain sellers of Rizobacter, a contingent payment of $17.3 million (current value of $15.9 million) conditional on obtaining a favorable resolution that totally rejects the claim of the plaintiff in the nullity trials, file “Harnan Miguel, Marcos and Martina c/ac Mullen Jorge and others s/ Annulment Action”, file No. 76,806 and in the injunction (“embargo”), file “Harnan Miguel, Marcos and Martina c/ Mac Mullen Jorge and others s/ Precautionary Measures”, file No. 76,745. In said cause, 44% of the capital of Rizobacter Argentina S.A. is seized and 30% of the dividends that the taxed shares produce.
If the injunction is lifted, the Group will be required to pay within 12 months of notification, a contingent purchase price of $17.3 million to certain selling shareholders of Rizobacter.
As of June 30, 2025 there is no allowance for obsolescence for inventories, as the inventory was acquired through the Business Combination Agreement consummated in June 16, 2025.
7.17 Government Grants
7.18 Warrants
1,030,000
-
8.1 Revenue from contracts with customers
Transactions of sales of goods and services with joint ventures and with shareholders and other related parties are reported in Note 17.
8.2 Cost of sales
8.3 R&D classified by nature
8.4 Expenses classified by nature and function
Total
06/30/2025
06/30/2024
8.5 Finance results
8.6 Other income or expenses, net
(i) On March 28, 2025, BIOX, a former subsidiary, agreed to transfer all rights, licenses, and materials containing or pertaining to the Soy ANF trait and pay $750,000 to a Arcadia Biosciences Inc in exchange for (i) RG and OX Wheat Patents and RS exclusive rights; (ii) the cancellation of all Royalty Payments, which included 25% of the Net Wheat Technology Licensing Revenues and 6% of the Net HB4 Soybean Revenues up to $10 million; and (iii) the release from any Performance Benchmark Obligations related to the RG, OX, and RS Varieties which amounted to $8.1 million. This transaction resulted in the accounting of a gain from the exchange of intangible assets amounting to $7.5 million.
The balances of deferred tax assets and liabilities are as follows:
The roll forward of deferred tax assets and liabilities as of June 30, 2025 and 2024 are as follows:
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:
The income tax expense was calculated by applying the tax rate in force in the respective countries, as follows:
There is an inherent material uncertainty related to management’s estimation of the ability of the Group to use the deferred tax assets (both carryforward of unused tax losses and deductible temporary differences) and the credit of minimum presumed income tax because their future utilization depends on the generation of enough future taxable income by the entities within the Group during the periods in which those temporary differences are deductible or when the unused tax losses can be used.
Based on the projections of future taxable income for the periods in which the deferred tax assets are deductible, the Group’s management estimates that it is not probable that the entities within the Group can utilize those deferred tax assets. Tax-loss Carry unrecognized as of June 30, 2025 amounting to $7.6 million.
10. EARNING PER SHARE
Basic and diluted EPS for the current period is based on the profit or loss of the accounting acquirer and the weighted average number of ordinary shares of the legal acquirer outstanding during the period (net of treasury shares). Comparative EPS has been retrospectively restated to reflect exchange ratio of the Business Combination Agreement and the Reverse Stock Split ratio.
As part of the consideration transferred in the reverse acquisition stated in Note 1 - The Group’s business reorganization and general information – “The Bioceres Group Business Combination Agreement”, the Company committed to issue the Holdback additional ordinary shares twelve months after the acquisition date. As this obligation is unconditional and forms part of the purchase consideration under IFRS 3, such shares are included in basic and diluted EPS from the acquisition date and retrospectively for all comparative periods, in accordance with IAS 33. The deferred issuance date does not affect their inclusion in the earnings per share calculation.
The Group’s basic and diluted loss per ordinary share are the same because the Group has generated net loss to ordinary shareholders.
Capital issued
As described in Note 1 – The Group’s business reorganization and general information – “The Bioceres Group Business Combination Agreement” and in note 6 – Acquisitions and other significant transactions – “Bioceres Group, Nutrecon, Gentle Tech and Moolec Science business combination”, the Company completed a reverse acquisition on June 16, 2025, whereby Moolec Science SA (“the Legal Acquirer”) legally acquired Bioceres Group, Nutrecon and Gentle Tech (“the Legal Acquirees”). For accounting purposes, however, Bioceres Group was identified as the accounting acquirer in accordance with IFRS 3 Business Combinations. As a result, the consolidated financial statements represent a continuation of the financial statements of the accounting acquirer, except for the capital structure, which is that of the legal acquirer. Following the reverse acquisition, Share Capital reflects the share capital of Moolec Science SA, including the shares issued to the former shareholders of the accounting acquirer as consideration for the transaction.
The number of shares issued as of June 30, 2025, 2024 and 2023 is the following:
Holders of the ordinary shares are entitled toone vote for each ordinary share.
Reserves
Foreign currency translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.
Revaluation of PP&E and effect of tax rate change
The revaluation reserve relates to the revaluation of Land and buildings, prior to the BIOX deconsolidation, as mentioned in note 4.8 – Property, plant and equipment, net of income tax effect.
Own shares held
The reserve of the Company´s own shares held comprises the cost of the Company’s shares held by the Group. At June 30, 2025, the Group held 80,370 of the Company’s shares. (2024: 60,083).
Share premium
Share premium represents the excess of the consideration received over the par value of shares issued, net of directly attributable transaction costs, and is presented within equity in accordance with IAS 32.
Non-controlling interests
The subsidiaries whose non-controlling interest is significant as of June 30, 2025 and 2024 are:
Below is a detail of the summarized financial information of Bioceres S.A., prepared in accordance with IFRS, and modified due to fair value adjustments at the acquisition date and differences in accounting policies. The information is presented prior to eliminations between that subsidiary and other Group companies.
Bioceres S.A.
Summary financial statements:
Summary statements of comprehensive income or loss
Bioceres Crop Solutions
Significant non-cash transactions related to investing and financing activities are as follows:
During the fiscal year ended on June 30, 2024, the Group has incorporated the assets and liabilities from Natal Agro S.R.L. mentioned in Note 6 – Acquisitions and other significant transactions.
Disclosure of changes in liabilities arising from financing activities:
Changes in joint ventures investments and affiliates:
Share of profit or loss of joint ventures and affiliates:
Profit and losses
Bioceres Group Limited has elected to measure the investment in associates held through Theo I SCSp at fair value through profit or loss in accordance with IFRS 9.
There are no significant restrictions on the ability of the joint ventures and affiliates to transfer funds to the Group for cash dividends, or to repay loans or advances made by the Group, except for the legal obligation to establish a legal reserve for 5% of the profit for the year until reaching 20% of the capital for Argentinian entities.
Summarized financial information prepared in accordance with International Financial Reporting Standards (“IFRS”) in relation to the significant joint ventures is presented below:
After the BIOX deconsolidation, that took place in June 24, 2025 the Group is organized under 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”) and the Chief Technology Officer (“CTO”).
Prior to the BIOX deconsolidation, the Executive Team evaluates the Group’s financial information and resources and assess the financial performance of these resources as follows:
Seed and integrated products
The seed and integrated products segment focuses mainly on the development and commercialization of seed technologies and products that increase yield per hectare, with a focus on the provision of seed technologies integrated with crop protection and crop nutrition products designed to control weeds, insects or diseases, to increase their quality characteristics, to improve nutritional value and other benefits. The segment focuses on the commercialization of integrated products that combine three complementary components biotechnological events, germplasm and seed treatments—in order to increase crop productivity and create value for customers. While each component can increase yield independently, through an integrated technology strategy the segment offers products that complement and integrate with each other to generate higher yields in crops.
Currently the segment generates revenue from ordinary activities through the sale of seeds, integrated product packs, royalties and licenses charged to third parties, among others.
Crop protection
The crop protection segment mainly includes the development, production and marketing of high-tech adjuvants and a full range of pest control molecules and biocontrol products. Adjuvants are used in mixtures to facilitate the application and effectiveness of active ingredients, such as insecticides, leading to better performance, reduced usage rates and lower residue levels Insecticides and fungicides are applied to control pests and significantly reduce disease during the germination period.
The segment currently generates revenue from ordinary activities through the sale of adjuvants, insecticides, fungicides, and baits, among others.
Crop nutrition
The crop nutrition segment focuses mainly on the development, production and commercialization of inoculants that allow the biological fixation of nitrogen in the crops, and of fertilizers including biofertilizers and microgranulated fertilizers that optimize the productivity and yield of the crops.
Currently the segment generates income from ordinary activities through the sale of inoculants, bio-inductors, biological fertilizers and microgranulated fertilizers, among others.
The measurement principles for the Group’s segment reporting structure are based on the IFRS principles adopted in the Consolidated financial statements. Revenue generated by products and services exchanged between segments and entities within the Group are calculated based on market prices.
Emerging solutions
The emerging solution segment is based on providing R&D services, biotechnology capabilities and specialised expertise to facilitate the integration of technologies and product development efforts within the Group, as well as R&D services to third parties.
This segment includes revenue sources primarily related to agro-industrial biotechnology businesses, such as those generated by the production and commercialization of industrial enzymes and fermentation technology to convert sugars and oils into high-value molecules or compounds.
The following tables present information with respect to the Group’s reporting segments:
Year ended June 30, 2025
As of the current period, geographical information is reported by main countries and regions. LATAM refers to Latin America countries, excluding Argentina and Brazil which are reported separately. North America includes United States of America and Canada. The EMEA region covers Europe, the Middle East and Africa. The Group has recast the comparative figures accordingly.
Geographical information
Following the Business Combination and the BIOX deconsolidation, the Executive team will evaluate 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 is exposed to a variety of financial risks that arise from its activities and from its use of financial instruments. This Note provides information on the Group’s exposure to certain main risks, the Group’s objectives, policies and processes regarding the measurement and management of each risk.
The Group does not use derivative financial instruments to hedge any of the above risks.
General objectives, policies, and processes
The Board of Directors has overall responsibility for establishing and monitoring the Group’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the function to design and operate processes that ensure the effective implementation of the objectives and policies to the management that periodically reports to the Board of Directors on the evolution of the risk management activities and results. The overall objective of the Board of Directors is to set policies that seek to reduce risk as much as possible without unduly affecting the Group’s competitiveness and flexibility.
The Group’s risk management policy is established to identify and analyze the risks facing the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. The risks and methods for managing the risks are reviewed regularly in order to reflect changes in market conditions and the Group’s activities. The Group, through training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all the employees understand their roles and obligations.
The Group seeks to use suitable means of financing to minimize the Group’s capital costs and to manage and control the Group’s financial risks effectively. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this Note.
The Group adopted a code of ethics applicable to its principal executive, financial and accounting officers and all employees.
The principal risks and uncertainties facing the business, set out below, do not appear in any particular order of potential materiality or probability of occurrence.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty fails to meet its contractual obligations, which derives mainly from trade and other receivables, as well as from cash and deposits in financial institutions.
The credit risk to which the Group is exposed is mainly defined in the Group’s accounts receivable followed by cash and cash equivalents, with the logical importance of being able to satisfy the Group’s needs in the short term.
Trade and other receivables
Credit risk is the risk of financial loss to the Group if a customer or counterparty fails to meet its contractual obligations and derives mainly from trade receivables and other receivables generated by services and product sales. The Group is also exposed to political and economic risk events, which may cause nonpayment of local and foreign currency obligations to the Group owed by customers, partners, contractors and suppliers.
The Group sells its products to a diverse base of customers. Customers include multi-national and local agricultural companies, distributors, and farmers who purchase the Group’s products. Type and class of customers may differ depending on the Group’s business segments.
The Group’s management determines concentrations of credit risk by periodically monitoring the credit worthiness rating of existing customers and through a monthly review of the trade receivables’ aging analysis. In monitoring the customers’ credit risk, customers are grouped according to their credit characteristics.
The Group’s policy is to manage credit exposure to counterparties through a process of credit rating. The Group performs credit evaluations of existing and new customers, and every new customer is examined thoroughly regarding the quality of its credit before offering the customer transaction terms. The examination made by the Group includes outside credit rating information, if available. Additionally, and even if there is no independent outside rating, the Group assesses the credit quality of the customer taking into account its financial position, past experience, bank references and other factors. A credit limit is prescribed for each customer. These limits are examined periodically. Customers that do not meet the Group’s criteria for credit quality may do business with the Group on a prepayment basis or by furnishing collateral satisfactory to the Group. The Group may still seek collateral and guarantees as it may consider appropriate regardless the credit profile of any customer.
Cash and deposits in banks
The Group is exposed to counterparty credit risk on cash and cash equivalent balances. The Group holds cash on deposit with a number of financial institutions. The Group manages its credit risk exposure by limiting individual deposits to clearly defined limits. The Group only deposits with high quality banks and financial institutions.
The maximum exposure to credit risk is represented by the carrying amount of cash and cash equivalents in the statement of financial position.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligations when they come due.
The Group’s approach to managing its liquidity risk is to manage the profile of debt maturities and funding sources, maintaining sufficient cash, and ensuring the availability of funding from an adequate amount of credit facilities. The Group’s ability to fund its existing and prospective debt requirements is managed by maintaining diversified funding sources.
The cash flow forecast is determined at both an entity level and consolidated level. The forecasts are reviewed by the Board of Directors in advance, enabling the Group’s cash requirements to be anticipated. The Group examines the forecasts of its liquidity requirements in order to ascertain that there is sufficient cash for the operating needs, including the amounts required in order to settle financial liabilities.
As explained in Note 1 – The Group’s business reorganization and general information, in the near term, management plans to continue to focus on raising the funds necessary to fully implement the Group’s business plan. Management believes that certain shareholders and/or investors will continue to advance the capital required to meet the Group’s financial obligations. There is no assurance, however, that these investors and shareholders will continue to advance capital to the Group or that the business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise substantial doubts about the Group’s ability to continue as a going concern.
The following table sets out the contractual maturities of financial liabilities:
As of June 30, 2025 and 2024, the Group had no exposure to derivative liabilities.
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. Currency on foreign exchange risk arises when the Group enters into transactions denominated in a currency other than its functional currency.
Part of the Company’s business activities is conducted in Argentine pesos. However, some of the subsidiaries using the Argentine peso as their functional currency also have significant transactions denominated in U.S. dollars, mainly with respect to sales and financing activities.
The table below sets forth the net exposure to currency risk as of June 30, 2025:
The main Argentinian subsidiaries of the Group have changed their functional currency from Argentine Pesos to US Dollar (Note 2 – Accounting standards and basis of preparation).
Considering only this net currency exposure as of June 30, 2025, if an Argentine peso/US dollar revaluation or depreciation in relation to other foreign currencies with the remaining variables remaining constant, would have a positive or a negative impact on comprehensive income as a result of foreign exchange gains or losses. The Company estimates that a devaluation or an appreciation of the Argentine peso against the U.S. dollar of 20% during the year ended June 30, 2025, would have resulted in the following results:
Interest rate risk
The Group’s financing costs may be affected by interest rate volatility. Borrowings under the Group’s interest rate management policy may be fixed or floating rate. The Group maintains adequate committed borrowing facilities and holds most of its financial assets primarily in cash or checks collected from customers that are readily convertible into known amounts of cash.
The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at floating rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group has not entered into derivative contracts to hedge this exposure.
The Group does not use derivative financial instruments to hedge its interest rate risk exposure.
The Group’s debt composition is set out below.
Capital risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.
The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of any dividends it could pay to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
Financial instruments by category
The following tables show additional information required under IFRS 7 on the financial assets and liabilities recorded as of June 30, 2025 and 2024.
Financial assets by category
Financial liabilities by category
Financial instruments measured at fair value
Measurement of fair values
A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets, and financial and non-financial liabilities.
The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the chief financial officer.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of the Accounting Standards, including the level in the fair value hierarchy in which the valuations should be classified.
Significant valuation issues are reported to the Group’s audit committee.
Fair value by hierarchy
According to the requirements of IFRS 7, the Group classifies each class of financial instrument valued at fair value into three levels, depending on the relevance of the judgment associated to the assumptions used for measuring the fair value.
Level 1 comprises financial assets and liabilities with fair values determined by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 comprises inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
Level 3 comprises financial instruments with inputs for estimating fair value that are not based on observable market data.
Estimation of fair value
The fair value of marketable securities, mutual funds and US Treasury Bills is calculated using the market approach using quoted prices in active markets for identical assets. The quoted marked price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
The Group’s financial liabilities, which were not traded in an active market, were determined using valuation techniques that maximize the use of available market information and thus rely as little as possible on specific estimates of the entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instruments are included in level 2.
If one or more of the significant inputs is not based on observable market data, the instruments are included in level 3.
The Group’s policy is to recognize transfers between different categories of the fair value hierarchy at the time they occur or when there are changes in the circumstances that cause the transfer. There were no transfers between levels of the fair value hierarchy. There were no changes in economic or business circumstances affecting fair value.
Financial instruments not measured at fair value
The financial instruments not measured at fair value include cash and cash equivalents, trade accounts receivable, other accounts receivable, trade payables and other debts, borrowings, financed payments and convertible notes.
The carrying value of financial instruments not measured at fair value does not differ significantly from their fair value, except for borrowings (Note 7.12).
Management estimates that the carrying value of the financial instruments measured at amortized cost approximates their fair value.
The right-of-use asset was initially measured at the amount of the lease liability plus initial direct costs incurred, adjusted by pre-payments made in relation to the lease. The right-of-use asset was measured at cost less accumulated depreciation and accumulated impairment.
The lease liability was initially measured at the present value of the lease payments payable over the lease term, discounted at the rate implicit in the lease if it can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate.
The information about the right-of-use and liabilities related with lease assets is as follows:
During the year ended June 30, 2025, the transactions between the Group and related parties, and the related balances owed by and to them for the year ended June 30, 2025, 2024 and 2023 are as follows:
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group.
The compensation of directors and other members of key management personnel, including social contributions and other benefits, were as follows for the year ended June 30, 2025, 2024 and 2023.
The Group entered into indemnification agreements with each of its directors and executive officers. These agreements generally provide that the relevant director or officer will be indemnified by the Group to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding which he or she becomes involved as a party or otherwise by virtue of his or her being or having been such a director or officer of the Group and against amounts paid or incurred by him or her in the settlement thereof.
The agreements are subject to certain exceptions, including that no indemnification will be provided to any director or officer against any liability to the Group or its shareholder (i) by reason of intentional fraudulent conduct, dishonesty, willful misconduct, or gross negligence on the part of the director or officer; or (ii) by reason of payment made under an insurance policy or any third party that has no recourse against the indemnitee director or officer.
The compensation of key executives is determined by the Board of Directors of Moolec Science SA, Bioceres Group Limited, Bioceres S.A. and Bioceres Crop Solutions Corp., based on the performance of individuals and market trends.
Moolec Science SA currently does not pay any compensation to any of its executive board members.
19.1 Bioceres S.A share based payments
Prior to the Business Combination and the BIOX deconsolidation, and in accordance with the compensation policy defined previously by the Bioceres Group Limited and its subsidiaries, certain directors of Bioceres S.A. had the option of choosing to collect the annual incentive in cash or in shares of BIOX. The incentive was for up to five times the monthly salary of each one and increases by $30,000 in the event that they choose to receive the incentive in the form of shares.
As of June 30, 2023 8,560 of Bioceres Crop Solutions Corp, were assigned to the beneficiaries, which were granted immediately in recognition of the professional performance demonstrated during the year.
Additionally, in January 2024, in compliance with the resolution in Minute No. 256 of the Board Meeting held in December 2021, it was decided to grant the Bioceres 2021 Award. It consists of 10,000 shares of Bioceres Crops Solutions Corp for Dr. Lía Raquel Chan, a researcher at CONICET, in recognition of her leadership in the early development of HB4 technology.
After the latest grant in January 2024, no incentives were awarded. As of June 30, 2025 there is no outstanding annual incentive pending to be granted.
19.2 Bioceres Crop Solutions Corp share based payments
2023 Omnibus Equity Incentive Plan
On May 12, 2023, the board of directors of Bioceres Crop Solutions Corp approved the 2023 Omnibus Equity Incentive Plan to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and to promote the success of the Company’s business. In addition to introducing new incentive plans, it comprehensively amends and restates in entirety (i) the Employee Stock Purchase Plan, (ii) the Equity Compensation Plan, (iii) the Stand-Alone Stock Option Grant, and (iv) the Employee Stock Option Plan.
The fair value of the stock options at the grant date was estimated using the “Black-Scholes” model, considering the terms and conditions under which the options on shares were granted and adjusted to consider the possible dilutive effect of the future exercise of options.
There are no market-related performance conditions or non-vesting conditions that should be considered for determining the fair value of options.
The Group estimated that nearly 100% of the share options will be exercised, based on historical trends of executive retention and option exercise behavior. This estimate is reviewed at the end of each annual or interim period.
2013 Stock Incentive Plan – Pro Farm Group
As part of the acquisition of Pro Farm Group, Bioceres Group Limited, through its former subsidiary, BIOX, have incorporated the outstanding “2013 Stock Incentive Plan” from Pro Farm Group. On the merger date the total equity awards outstanding was converted consistent with the terms of the merger agreement into an aggregate of 1,191,362 option and or restricted stock units which was fully registered with the Securities and Exchange Commission on July 26, 2022. All equity awards retained their original granted terms. BIOX has not granted any additional awards under this plan during the year.
Bioceres Crop Solutions’s fair value of the grants was estimated utilizing a Black Scholes option pricing model based on the following range of assumptions which have determined consistent with BIOX’s historical methodology for such assumptions:
The following table shows the evolution of stock option and weighted average exercise price for the years ended June 30, 2025, and 2024:
Prior to the BIOX deconsolidation, the Group had secured guaranteed notes and the convertibles notes which are referenced in Note 7.13 – Convertible Notes. Such instruments were secured by substantially all of the assets located in the United States of Pro Farm Group, Inc. and its U.S. subsidiaries and are guaranteed by BCS Holding Inc., Bioceres Crops do Brasil Ltda., Bioceres Crops S.A., Bioceres Semillas S.A.U., Verdeca LLC, Rasa Holding LLC, Rizobacter Argentina S.A., Rizobacter del Paraguay S.A., Rizobacter do Brasil Ltda., Rizobacter South Africa, Rizobacter Uruguay, Rizobacter USA, LLC, Pro Farm Group, Inc., Pro Farm Michigan Manufacturing LLC, Pro Farm, Inc., Pro Farm Technologies Comércio de Insumo Agrícolas do Brasil Ltda., Glinatur S.A. and Pro Farm OU.
Management has considered subsequent events through the date these consolidated financial statements were issued.
On October 2, 2025, the Company received a notice of alleged breach from INVIM Corporativo S.L., a private limited company incorporated under the laws of Spain (“INVIM”), regarding the alleged failure to pay the assignment price of $13 million in connection with a certain Assignment and Assumption Agreement dated May 27, 2025 (the “Agreement”). The Agreement, in turn, references related instruments, including a Note Purchase Agreement and a Binding Contribution Memorandum of Understanding, both dated October 15, 2023.
As stated in Note 1 – The Group’s business reorganization and general information - “The Bioceres Group Business Combination Agreement”, in June 2025, Bioceres S.A., one of the Argentine subsidiaries of Bioceres Group Limited, defaulted on a portion of its financial debt that was due that month. As a result, Bioceres S.A. had initiated a debt restructuring process for its financial debt for an aggregate amount of $36.4million.
In July 2025, Bioceres LLC, a wholly owned subsidiary of Bioceres S.A., received a notice of default on its financial debt in the amount of $69.5 million. The creditor conducted a public auction to wit 3,062,500 pledged BIOX shares, pursuant to the New York Uniform Commercial Code. Management has responded to said creditor, reserving all rights, remedies, and defenses.
The Company had the financial support of its main shareholders and considering the aforementioned events that derived in the loss of the financial support that was previously provided by Bioceres Group (and who is also no longer a shareholder of the Company), and, consequently, raise a material uncertainty which may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about the ability of Moolec Science SA to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Currently, the Group lacks sufficient financial resources to meet its obligations or fully implement its business plan. Without securing additional capital, or achieving a successful financial restructuring process, the Group will not be able to sustain its operations. See below “Exercise of convertible preference shares” and “Summary of the liquidation and loss of control”.
However, there is no assurance the Group’s future operations will generate profitability. The uncertainty surrounding the ability to secure additional funding and the potential for continued operational losses contribute to raise a material uncertainty which may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about the Group’s ability to continue as a going concern.
Exercise of convertible preference shares
In December 2024, Bioceres Group issued 2,380,952convertible preference shares for total proceeds of $15 million. These preference shares accrue a 9% per annum payment-in-kind (PIK) return and grant the holder specific conversion rights, including the option to convert into ordinary shares or into Moolec Scicence shares if the business combination closed before September 12, 2025. Upon the consummation of the Business Combination, and subsequent to the reporting date, on December 10, 2025, the holder undertook to exercise the conversion of all or part of the subscription shares into a number of Moolec Science shares, at the Company’s request. If total convertible shares are exercised, it will result in the derecognition of a financial liability and an increase in equity of approximately $15 million plus the accumulated PIK up to the moment of exercise.
Financing proceeds
Subsequent to the closing date of the financial statements, on December 2, 2025, the Company successfully obtained and received financing proceeds for working capital purposes in the amount of $2.5 million.
Financial support
As of the date of issuance of these financial statements, the Company’s principal minority shareholder has committed to provide financial support to the Company for a period of twelve months.
Nasdaq delist letter received & 20-F delinquency letter
The submission of the appeal automatically stays the effect of the Nasdaq Determination Letter until the appeal has been considered, which took place on December 18, 2025. Accordingly, the Company’s ordinary shares will continue to trade on The Nasdaq Capital Market under the symbol “MLEC” without interruption during the time period when the panel decision is pending.
The Company intends to continue closely monitoring the closing bid price for its ordinary shares and remains committed to evaluating and executing all appropriate actions to cure the deficiency and regain compliance with Nasdaq Listing Rule 5550(a)(2). The receipt of the Nasdaq Determination Letter does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.
Summary of the liquidation and loss of control
Subsequent to the period end, the Company’s shareholders approved a reverse stock split of the Company’s ordinary shares at a ratio to be determined by the Board of Directors.
On December 20, 2025, the Board of Directors approved a reverse stock split at a ratio of 15-for-1, which will be effective on or around January 5, 2026.
For purposes of comparability, earnings per share (“EPS”) information presented in this note has been retrospectively adjusted to reflect the reverse stock split, as if it had been effective for all periods presented. The reverse stock split did not impact the Company’s consolidated statements of operations, financial position or cash flows, other than the recast of the weighted average number of ordinary shares outstanding used in the calculation of basic and diluted EPS.