Moolec Science : Consolidated Financial Statements Form 6 K

Unaudited interim condensed consolidated financial statements as of March 31, 2024 and June 30, 2023,
and for the nine and three-month periods ended March 31, 2024 and 2023.

Moolec Science SA

Unaudited interim condensed consolidated Financial Statements as of March 31, 2024 and June 30, 2023,
and for the nine months ended March 31, 2024 and 2023

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

i

Moolec Science SA

Unaudited interim condensed consolidated statements of comprehensive loss

for the nine and three month periods ended March 31, 2024 and 2023

In USD [$]

					For the nine months ended March 31			For the three months ended March 31
		Notes			2024			2023			2024			2023
Continuing operations
Revenue							4,102,022				-				2,109,859				-
Cost of sales			21				(3,557,798	)			-				(2,018,116	)			-
Other income							395,544				-				184,688				-
Research and development expense			20				(1,351,378	)			(980,585	)			(447,621	)			(576,096	)
Marketing expense							(460,941	)			(54,155	)			(228,001	)			(14,364	)
Administrative expense			19				(5,160,506	)			(1,486,378	)			(1,611,739	)			(760,984	)
Other operating expense							(69,820	)			(49,252	)			(30,987	)			(28,195	)
Loss from operations							(6,102,877	)			(2,570,370	)			(2,041,917	)			(1,379,639	)
Other Financial Results			18				1,557,331				(230,375	)			1,125,466				86,120
Financial costs			18				(555,534	)			-				(358,828	)			-
Transaction expenses							-				(3,535,046	)			-				934,941
Share based payment cost of listing shares							-				(42,705,061	)			-				-
Net loss before Income tax							(5,101,080	)			(49,040,852	)			(1,275,279	)			(358,578	)
Income tax benefit /(expenses)			16				324,331				-				(126,950	)			-
Loss of the period							(4,776,749	)			(49,040,852	)			(1,402,229	)			(358,578	)
Basic and diluted loss per share			22				(0.13	)			(1.47	)			(0.04	)			(0.01	)
Other comprehensive income/loss
Items that may be reclassified to profit or loss:
Foreign exchange differences on translation of foreign operations							(66,052	)			-				847,485				-
Total other comprehensive income/(loss)							(66,052	)			-				847,485				-
Total comprehensive loss for the period							(4,842,801	)			(49,040,852	)			(554,744	)			(358,578	)

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

1

Moolec Science SA

Unaudited interim condensed consolidated statements of financial position

as of March 31, 2024 and June 30, 2023

In USD [$]

		Notes			As of March 31, 2024			As of June 30, 2023
ASSET
Non- current assets
Intangible assets			6				7,747,714				8,519,098
Fixed assets			7				1,076,488				1,142,082
Goodwill							235,358				251,440
Right-of-use of assets							477,211				43,806
Other non-current receivables			8				9,802,566				8,763,027
Total non-current assets							19,339,337				18,719,453
Current assets
Cash and cash equivalents			9				4,251,951				2,527,673
Short-term investments							-				306,034
Trade receivables							548,336				361,097
Other receivables							1,192,087				1,330,177
Prepayments							233,637				341,107
Inventories			10				386,886				465,748
Total current assets							6,612,897				5,331,836
TOTAL ASSETS							25,952,234				24,051,289
LIABILITIES AND EQUITY
Equity
Share capital			11				375,641				375,641
Shares to be issued			11				3,068				3,068
Share premium			11				66,996,982				66,996,982
Treasury shares			11				(1,032	)			-
Cost of own shares held			11				(258,968	)			-
Equity settled share-based payment			12				2,971,518				1,335,253
Cumulative translation adjustment							(47,940	)			18,112
Accumulated deficit							(63,399,872	)			(58,623,123	)
Total equity							6,639,397				10,105,933
Liabilities
Non-current liabilities
Financial debts			17				10,614,265				99,046
Other liabilities							-				175,312
Lease liability							288,109				-
Deferred tax liability							588,965				1,071,807
Total non-current liabilities							11,491,339				1,346,165
Current liabilities
Accounts payable			13				3,277,261				7,479,614
Financial debts			17				2,817,217				2,546,243
Other liabilities			14				1,245,473				1,685,645
Warrant liabilities			15				312,191				887,689
Lease liability							169,356				-
Total current liabilities							7,821,498				12,599,191
TOTAL LIABILITIES							19,312,837				13,945,356
TOTAL LIABILITIES AND EQUITY							25,952,234				24,051,289

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

2

Moolec Science SA

Unaudited interim condensed consolidated statements of changes in equity

for the nine months period ended March 31, 2024 and 2023

In USD [$]

		Share Capital
		Shares issued			Shares to be issued			Treasury Shares			Share Premium			Cost of own shares held			Cumulative translation adjustment			Equity settled share-based payment			Retained (deficit)			Total Equity
Balance as of June 30, 2022			310,000				-				-				7,290,000				-				-				838,576				(6,834,243	)			1,604,333
Issue of share capital (Moolec Shares)			15,000				-				-				8,105,000				-				-				-				-				8,120,000
Issue of share capital (SAFE shares)			2,623				-				-				3,170,723				-				-				-				-				3,173,346
Issue of share capital (LightJump shares)			33,639				-				-				39,610,630				-				-				-				-				39,644,269
Issue of share capital (Backstop shares)			12,017				-				-				7,999,023				-				-				-				-				8,011,040
Equity settled share-based payment			2,326				-				-				361,689				-				-				(286,735	)			-				77,280
Total comprehensive (loss)			-				-				-				-				-				-				-				(49,040,852	)			(49,040,852	)
Balance as of March 31, 2023			375,605				-				-				66,537,065				-				-				551,841				(55,875,095	)			11,589,416
Balance as of June 30, 2023			375,641				3,068				-				66,996,982				-				18,112			$	1,335,253				(58,623,123	)			10,105,933
Purchase of own shares			-				-				(1,032	)			-				(258,968	)			-				-				-				(260,000	)
Equity settled share-based payment			-				-				-				-				-				-				1,636,265				-				1,636,265
Exchange differences on translation of foreign operations			-				-				-				-				-				(66,052	)			-				-				(66,052	)
Net loss of the period			-				-				-				-				-				-				-				(4,776,749	)			(4,776,749	)
Balance as of March 31, 2024			375,641				3,068				(1,032	)			66,996,982				(258,968	)			(47,940	)			2,971,518				(63,399,872	)			6,639,397

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

3

Moolec Science SA

Unaudited interim condensed consolidated statements of cash flows

For the nine month periods ended March 31, 2024 and 2023

In USD [$]

		For the nine months ended March 31, 2024			For the nine months ended March 31, 2023
Cash flows from operating activities
Loss for the period			(4,776,749	)			(49,040,852	)
Adjustments to reconcile loss for the period to net cash flows
Income tax benefit			(324,331	)			-
Amortization of Intangible assets			525,189				-
Depreciation of fixed assets			120,532				1,274
Depreciation of right-of-use assets			84,900
Employee share-based payment			1,636,265				77,279
Change in fair value of Simply Agreement for Future Equity ("SAFE")			-				313,346
Share based payment cost of listing shares (non-cash item)			-				42,705,061
Financial income / expenses			(1,332,049	)			(82,971	)
Changes in working capital
Accounts receivable			(210,336	)			-
Other receivables			68,603				(937,140	)
Prepayments			107,470				-
Inventories			49,071				-
Accounts Payable			(4,155,104	)			1,247,338
Other liabilities			(81,471	)			869,946
Net cash used in operating activities			(8,288,010	)			(4,846,719	)
Cash flows from investing activities
Acquisition of fixed assets			(127,247	)			(2,570	)
Acquisition of intangible assets			-				(146,178	)
Short term investment subscriptions			(144,514	)			-
Short-term investments withdrawals			430,674				-
Net cash generated from / (used in) investing activities			158,913				(148,748	)
Cash flows from financing activities
Proceeds from issuance of share capital to UGVL and Theo (Backstop)			-				8,011,040
Proceeds from issuance of share capital to SPAC public holders (Trust)			-				1,988,975
Proceeds from issuance of convertible notes			10,590,000				-
Proceeds from financial debts			565,075				-
Payment of loans			(452,720	)			-
Payments of interest			(339,394	)			-
Payments of lease liabilities			(93,408	)			-
Deferred payment for acquisition of ValoraSoy			(500,000	)			-
Payments for Treasury Shares			(260,000	)			-
Net cash generated from financing activities			9,509,553				10,000,015
Net increase in cash and cash equivalents			1,380,456				5,004,548
Cash and cash equivalents at beginning of the year			2,527,673				1,081,808
Effect of exchange rate changes and inflation on cash and equivalents			343,822				133,554
Cash and cash equivalents at end of the period			4,251,951				6,219,910

4

Moolec Science SA

Unaudited interim condensed consolidated statements of cash flows

For the nine month periods ended March 31, 2024 and 2023

In USD [$]

		For the nine months ended March 31, 2024			For the nine months ended March 31, 2023
Non-cash financing activities
Issue of share capital and Share premium of New Shareholders through other non-current receivables			-				8,070,000
Relief of SAFE financial liabilities through the issue of Share Capital and Share Premium			-				3,173,346
Capitalization of transaction expenses through Accounts Payables			-				(1,057,833	)
Net liabilities acquired through issuance of share capital			-				(3,991,935	)
Increase in Right-of-use asset recognition through and increase in Lease liabilities			(521,107	)			-

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

5

Moolec Science SA

Notes to the unaudited interim condensed consolidated financial statements

In USD [$]

Note 1. General information

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

The subsidiaries and joint arrangements of the Company, of which their financial results have been included in the interim condensed consolidated Financial Statements, and in which the Company holds a majority of the voting rights or shares joint control as of March 31, 2024 are as follows:

Name		Principal activities		Country of incorporation and principal place of business		% Equity interest as of March 31, 2024
Moolec Science Limited (i)		Investment in subsidiaries		United Kingdom			100	%
LightJump Acquisition Corporation		Investment in subsidiaries		USA			100	%
ValoraSoy S.A. (ii)		Investment in subsidiaries		Argentina			100	%
AG Biomolecules LLC (DE)		Investment in subsidiaries		USA			100	%
Microo Foods Ingredients S.L. (iii)		Investment in joint arrangements		Spain			50	%

(i)	Moolec Science Limited has a branch office in Argentina, Moolec Science Limited S.E.

(ii)	Incorporated through the acquisition on April 24, 2023.

(iii)

During December 2022, the Company agreed to participate in a joint arrangement with the 50% of participation of the newly created company named Microo Food Ingredients Sociedad Limitada.

Introductory note

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

Note 2. Accounting standards and basis of preparation

Note 2.1. Basis of Presentation

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

These unaudited interim condensed consolidated financial statements of the Group were authorized by the Board of Directors of Moolec Science SA in June 28, 2024.

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Note 2.2. Use of estimates and judgements

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

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

Note 2.3. Going concern

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

Negative working capital

As of March 31, 2024, the Group has a negative working capital of $1,208,601 generated mainly by reorganization expenses pending to be paid as well as account payables and financial debt balances that are higher than the account receivables. However, as part of the continuous efforts of management to strengthen the financial situation of the Group, on October 15, 2023, Moolec Science has entered into an agreement to issue a convertible note due 2026 to Grupo Insud ("Insud"). As of March 31, 2024, the Company has received USD 10,000,000 related to such convertible note. Considering the above , the Group concludes it will, for the next 12 months from the issuance of these unaudited interim condensed consolidated financial statements, be able to realize its assets and discharge its liabilities in the normal course of operations. The Company confirms the financial support of its main shareholders for a minimum period of twelve months from the date of these financial statements.

Note 3. Summary of significant accounting policies

The accounting policies applied in these unaudited interim condensed consolidated financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 30 June 2023. The policy for recognizing and measuring income taxes in the interim periods is consistent with that applied in the previous interim period and is described in Note 16: Income tax.

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

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

-	Amendment to IAS 12 -Deferred tax related to assets and liabilities arising from a single transaction.

-	International Tax Reform-Pillar Two Model Rules (Amendments to IAS 12).

-	Amendments to IAS 1 and IFRS Practice Statement 2- Disclosure of Accounting Policies.

-	Amendments to IAS 8-Definition of Accounting Estimates

-	IFRS 17, "Insurance Contracts"

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

7

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

-

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

-

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

-	Amendments to IFRS 16- Lease Liability in a Sale and Leaseback. The amendments are effective for annual reporting periods beginning on or after 1 January 2024.

-	Amendments to IAS 1 - Non- current liabilities with covenants. The amendments are effective for annual reporting periods beginning on or after 1 January 2024.

-	Amendments to IAS 7- Statement of Cash Flows & to IFRS 7- Financial Instruments: Disclosures. The amendments are effective for annual reporting periods beginning on or after 1 January 2024.

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

-	Amendment to IAS 7 and IFRS 7 - Supplier Financing. The amendments are effective for annual periods beginning on or after January 1, 2024.

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

Note 3.3. Segment reporting

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

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

The Group's revenue, results and assets for this one reportable segment can be determined by reference to the unaudited interim condensed consolidated statement of comprehensive income and unaudited interim condensed consolidated statement of financial position.

8

For the nine-months ending March 31, 2024:		$
Revenue (1)			4,102,022
Cost of sales (2)			(3,557,798	)

(1)	Include impact of IAS 29 negatively impacted revenue for $147,196

(2)	Include impact of IAS 29 increased costs of sales by $387,032

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

Revenues breakdown:

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

Non-current assets other than financial instruments

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

		As of March 31, 2024			As of June 30, 2023
Luxembourg			235,357				251,440
United Kingdom			4,657,202				4,774,320
Argentina			4,278,041				4,930,666
United States			366,169				-
Total non-current assets other than financial instruments		$	9,536,769			$	9,956,426

Note 4. Critical accounting judgements and estimates

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

Note 5. Comparative Information

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

9

Note 6. Intangible Assets

		2023			2022
As of June 30
Cost			8,613,615				4,598,930
Accumulated Amortization			(94,517	)			-
Net book amount		$	8,519,098			$	4,598,930
Nine months period ended March 31,			2024				2023
Opening net book amount			8,519,098				4,598,930
Additions			-				146,178
Effect of changes in foreign exchange rates			(246,195	)			-
Amortization (i)			(525,189	)			-
Closing net book amount		$	7,747,714			$	4,745,108
As of March 31			2024				2023
Cost			8,367,420				4,745,108
Accumulated Amortization			(619,706	)			-
Net book amount		$	7,747,714			$	4,745,108

(i)	The charge of the amortization is included in Administrative expenses and Research and development expenses (see notes 19 and 20).

Note 7. Fixed Assets

		2023			2022
As of June 30
Cost			1,171,286				10,617
Accumulated Amortization			(29,204	)			(1,699	)
Net book amount		$	1,142,082			$	8,918

Nine months period ended March 31,		2024			2023
Opening net book amount			1,142,082				8,918
Effect of changes in foreign exchange rates			(72,309	)			-
Additions			127,247				2,570
Depreciation (i)			(120,532	)			(1,274	)
Closing net book amount		$	1,076,488			$	10,214
As of March 31			2024				2023
Cost			1,226,224				13,187
Accumulated Depreciation			(149,736	)			(2,973	)
Net book amount		$	1,076,488			$	10,214

(i)	The depreciation charge is included in Administrative expenses and Cost of sales (see notes 19 and 21).

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Note 8. Other receivables

Non-current

		As of March 31, 2024			As of June 30, 2023
Receivables with shareholders (i)			9,802,566				8,763,027
Total Other receivables		$	9,802,566			$	8,763,027

(i)

Moolec Science Limited issued an aggregate number of Moolec Science Limited ordinary shares equal to 2,354,069 (or 1,500,000 of Moolec Science SA shares after the transaction) to current individual shareholders of Bioceres S.A., and Bioceres Group PLC, ("New shareholders") Moolec and the new shareholders entered into a subscription agreement (the "shareholders' subscription agreement") prior to the transaction pursuant to which Moolec Science Limited agreed to issue 2,354,069 of Moolec Science Limited ordinary shares. The subscription agreement was dated December 22, 2022. The new shareholders agreed to pay an aggregate purchase price of $15,000,000 within 5 years from the date of such subscription agreement. Such shareholders' subscription agreement accrues an internal rate of return of 13.20%. The accrued interest is included in Other Financial Results (Note 18) and Related Party transactions (Note 23)

Note 9. Cash and cash equivalents

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

		As of March 31, 2024			As of June 30, 2023
Cash		$	189			$	2,443
Bank accounts			4,161,002				2,061,636
Short-term investments			90,760				463,594
Total cash and cash equivalents		$	4,251,951			$	2,527,673

Note 10. Inventories

		As of March 31, 2024			As of June 30, 2023
Raw materials			141,855				179,368
Finished goods			245,031				286,380
Total Inventories		$	386,886			$	465,748

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Note 11. Share capital and share premium

As of March 31, 2024, the share capital stock and share premium amounts to $67,374,659. The following table sets forth details of the balances as of March 31, 2024 and as of June 30, 2023:

		Number of shares			Shares issued amount			Shares to be issued amount			Treasury Shares			Share Premium			Cost of own shares held
Balance as of June 30, 2023			37,563,768				375,641				3,068				-				66,996,982				-
Purchase of own shares			(103,166	)			-				-				(1,032	)			-				(258,968	)
Balance as of March 31, 2024			37,460,602				375,641				3,068				(1,032	)			66,996,982				(258,968	)

Share Purchase Agreement

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

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

On June 2023, 3,600 shares (equivalent to $10,647) were issued under the Share Purchase Agreement. As of March 31, 2024 only those shares were issued under such Share Purchase Agreement.

Treasury shares

On December 30, 2022 (the Date of Closing of the Business Combination Agreement or "BCA") it was signed the "Agreement on Funds Flow", by which the Sponsor agreed to place 255,000 of its shares in an "Escrow Account" for 12 months after the closing of the BCA, in order to fulfill potential claims that could arise during the 12-month period following the BCA. The 12-month period was then extended for an extra 3-month period.

On December 27, 2023 it was signed an Agreement by which it was agreed that only 143,319 shares will remain to be held in escrow and, once the customary and mandatory steps that Continental Stock Transfer & Trust (or the "Transfer Agent") need to perform are completed, 103,166 shares should be transferred from the escrow account to Moolec's (and were recognized as Treasury shares). The Transfer Agent was also instructed to release 20,153 shares that were returned to the Sponsor. Such movements took place on February 26, 2024.

Lastly, on April 10, 2024 the Transfer Agent was instructed to transfer from the escrow account to Moolec the 20,000 remaining shares (recognized as Treasury shares).

Note 12. Share based payment

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

As of March 31, 2024, Moolec had the following shared-based payment arrangements for executives and senior management:

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

●	Group 2 granted up to 344,555 underlying ordinary shares. The options have an exercise price of $8.00 and expire in December 2030.

●	Group 3 granted up to 800,000 underlying ordinary shares. The options have an exercise price of $4.25 and expire between January 2033 and August 2033.

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

Factor		Group 1			Group 2		Group 3
Fair value of shares (range)		$	1.00			$	1.00			$	2.97-3.21
Exercise price		$	1.52			$	8.00			$	4.25
Expected volatility			70	%			70	%			70	%
Dividend rate			-				-				-
Reference risk-free interest rate			3.00	%			3.00	%			4.25	%
Plan duration			10 years				10 years				10 years
Fair value of stock options at measurement date (range)		$	9.11			$	7.25			$	2.04 - 2.65

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

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

The following table shows the amount and exercise price and the movements of the stock options of executives and managers of the Group for the period ended March 31, 2024.

		March 31, 2024
		Group 1			Group 2			Group 3
		Number of options			Exercise price			Number of options			Exercise price			Number of options			Exercise price
At the beginning			325,826			$	1.52				206,598			$	8.00				700,000			$	4.25
Granted during the period			-				-				-				-				100,000			$	4.25
Forfeited during the period			-				-				-				-				-				-
Exercised during the period			-				-				-				-				-				-
Expired during the period			-				-				-				-				-				-
At the ending			325,826			$	1.52				206,598			$	8.00				800,000			$	4.25

The charge of the stock options recognized during the nine months period ended on March 31, 2024 and 2023, was $683,166 and $72,279.

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Note 13. Accounts Payable

		As of March 31, 2024			As of June 30, 2023
Transaction expenses payable			917,174				3,579,057
Related parties (i)			651,630				774,460
Accruals			1,068,856				787,010
Trade payables			639,601				2,339,087
Total Accounts payable		$	3,277,261			$	7,479,614

Note 14. Other liabilities

		March 31, 2024			As of June 30, 2023
Related parties (i)			677,000				677,000
Deferred payment related to Business Combination			-				492,799
Wages			157,928				221,141
Taxes			15,964				23,334
Others			394,581				271,371
Total Other liabilities		$	1,245,473			$	1,685,645

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

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

Note 15. Warrants liabilities

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

Considering that the fair value as of March 31, 2024 and June 30, 2023, is $0.0281 and $0.0799 per Ordinary Share respectively, the valuation of warrants is the following:

		As of March 31, 2024			As of June 30, 2023
At the beginning of the period / year		$	887,689			$	-
Issued by the SPAC			-				1,666,500
Fair value remeasurement (Gain)			(575,498	)			(778,811	)
At the end of the period / year		$	312,191			$	887,689

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Note 16. Income Tax

Income tax recognized through profit or loss

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

The Group's consolidated loss before income tax for the nine months ended March 31, 2024 amounts to $ 5,101,080 (loss for the nine months ended March 31, 2023 $ 49,040,852). The income tax benefit for the nine months ended March 31, 2024 was $ 324,331 (for the nine months ended March 31, 2023 income tax benefit amounted to $ 9,317,762, for which no deferred tax assets have been recognized).

The Group consolidated effective tax rate with respect to continuing operations for the nine months ended March 31, 2024 was 6%.

The tax rate used for 2024 represents the tax rate of 15% on the taxable income payable by the Group entities in Luxembourg, in accordance with the tax laws of this jurisdiction (in 2023: the tax rate was 19% in the UK). Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdiction.

Note 17. Financial Debts

		As of March 31, 2024			As of June 30, 2023
Financial debt denominated in Argentinian Pesos			144,050				517,743
Financial debt denominated in US Dollars			2,673,167				2,028,500
Total Current Financial Debt			2,817,217				2,546,243

		As of March 31, 2024			As of June 30, 2023
Financial debt denominated in Argentinian Pesos			24,265				99,046
Financial debt denominated in US Dollars (i)			10,590,000				-
Total Non-Current Financial Debt			10,614,265				99,046

(i) On October 15, 2023, Moolec Science has entered into an agreement to issue a convertible note due 2026 to Grupo Insud ("Insud"). As of March 31, 2024, the Company has received USD 10,000,000 related to such convertible note. Additionally, the Company signed additional convertible notes for USD 590,000 between October 2023 and March 31, 2023 with local farmers and jointly with the convertible note with Insud, 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 $6.00 per share. If the early conversion option is exercised, Moolec will have the option to pay the outstanding amount at that date using shares, cash or a combination of both. Initial interest rate on the notes is of 5% per annum payable annually in cash in arrears on anniversary of the date of the notes and on the maturity date, however Moolec will have the option at each payment date to capitalize the interest accrued. After the remaining cash payment, made on/or about January 2024 the interest rate was increased to 10% per annum. Lastly, as per the convertible note with Insud, 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.

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Note 18. Financial income / expenses

		For the nine months period ended
		March 31, 2024			March 31, 2023
Financial Costs
Interest expense			(525,773	)			-
Lease Liability Interest			(29,761	)			-
Total Financial Costs		$	(555,534	)		$	-
Other financial results
Exchange rate gains/(losses)			(3,073,213	)			82,084
Change in fair value of Simply Agreement for Future Equity ("SAFE")			-				(313,346	)
Investment results			549,936				-
Interest income (Shareholders' loan)			1,039,539				-
Net fair value gain of warrant liabilities			575,498				-
Inflation adjustment			2,480,289				-
Other			(14,718	)			887
Total Other financial results			1,557,331				(230,375	)
Total net financial income / (expenses)		$	1,001,797			$	(230,375	)

Note 19. Administrative expenses

		For the nine months period ended
		March 31, 2024			March 31, 2023
Audit, legal and accountancy fees			(1,398,560	)			(512,922	)
Equity settled share-based payment			(1,711,396	)			(77,279	)
Payroll Expenses			(312,839	)			(477,392	)
Insurance			(508,511	)			(286,919	)
Professional fees			(280,300	)			-
Travel Expenses			(111,668	)			(79,181	)
Amortization of intangible assets			(413,155	)			-
Depreciation of Right of Use - Asset			(11,732	)			-
Depreciation of Fixed assets			(12,929	)			-
Other office and admin expenses			(399,416	)			(52,685	)
Total Administrative expenses		$	(5,160,506	)			(1,486,378	)

Note 20. Research and development expense

		For the nine months period ended
		March 31, 2024			March 31, 2023
Professional fees			(1,042,505	)			(637,216	)
Laboratories' related expenses			(101,113	)			(307,508	)
Amortization of intangible assets			(112,034	)			-
Depreciation of fixed assets			(10,308	)			(1,274	)
Depreciation of right-of-use assets			(73,168	)			-
Other research and development expenses			(12,250	)			(34,587	)
Total Research and development expenses		$	(1,351,378	)		$	(980,585	)

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Note 21. Cost of sales

		For the nine months period ended
		March 31, 2024			March 31, 2023
Inventories at beginning			(465,748	)			-
Purchases			(2,421,683	)			-
Production costs
Payroll and professional fees			(475,780	)			-
Maintenance, energy and fuel related to fixed assets			(246,595	)			-
Amortization and depreciation			(97,295	)			-
Other production costs			(267,377	)			-
Sub-total production costs			(1,087,047	)			-
Foreign currency translation			29,794				-
Sub-total			(3,944,684	)			-
Inventories as of the end			386,886				-
Cost of sales			(3,557,798	)			-

Note 22. Net loss per share

The Group's basic and diluted loss per ordinary share are the same because the Group has generated net loss to ordinary shareholders. The following table presents the calculation of basic and diluted loss per ordinary share for the periods ended on March 31, 2024 and 2023 as follows:

		For the nine-month periods ended			For the three-month periods ended
Numerator		March 31, 2024			March 31, 2023			March 31, 2024			March 31, 2023
Loss for the period, attributable to the owners of the Group			(4,776,749	)			(49,040,852	)			(1,402,229	)			(358,578	)
Loss attributable to the ordinary shareholders			(4,776,749	)			(49,040,852	)			(1,402,229	)			(358,578	)

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

For the nine-month periods ended

For the three-month periods ended

Denominator

March 31, 2024

March 31, 2023

March 31, 2024

March 31, 2023

Weighted-average number of ordinary shares

37,793,338

33,341,699

37,766,789

37,802,949

		For the nine-month periods ended			For the three-month periods ended
Net loss attributable to ordinary shareholders per share		March 31, 2024			March 31, 2023			March 31, 2024			March 31, 2023
Basic and Diluted			(0.13	)			(1.47	)			(0.04	)			(0.01	)

Note 23. Related parties

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

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Transactions with key management personnel

Key management personnel compensation comprised:

		For the nine months period ended
In USD ($)		March 31, 2024			March 31, 2023
Short-term employee benefits			559,047				75,040
Share based payment			461,224				77,279

Other Related Party Transactions

In USD ($)		Note		For the nine months period ended March 31, 2024			For the nine months period ended March 31, 2023
Share based payment
Key management					461,224				77,279
CFO Shares Alloted					-				364,014
Issue of Additional Shares
Issue of share capital					-				15,000
Issue of share premium					-				39,610,630
Expenses Paid on Behalf of the Company
Parent of BG Farming Technologies - Bioceres S.A.		(i)			-				237,072
Services Provided by Other Companies
30% owned by Bioceres S.A. - INMET S.A.- Ingenieria Metabolica S.A		(ii)			28,434				-
98.6% owned by Bioceres S.A. - INDEAR S.A.- Instituto de Agrobiotecnología Rosario		(iii)			40,749				-
Owned by Bioceres S.A. - Agrality Inc.		(iv)			26,750				-
Founded and operated by the Company's CPO - Future Foods B.V.		(v)			1,580				14,011
Moolec Science SA Shareholders		(vi)			1,039,539				-

(i)	Expenses paid by Bioceres LLC on behalf of the Company.

(ii)	The Company entered into an agreement with INMET S.A.- Ingenieria Metabolica S,A through which it would receive research services in exchange for payment.

(iii)

The Company entered into an agreement with INDEAR S.A.- Instituto de Agrobiotecnologia Rosario where it would receive research services in exchange for payment.

(iv)	The Company entered into an agreement with Agrality Inc, for the provision of services.

(v)	The Company entered into an agreement with Future Foods B.V. for the provision of services.

(vi)	The Company entered into an agreement with shareholders which accrues an internal rate of return.

Other Related Party Balances

In USD ($)		Balance outstanding as of March 31, 2024			Balance outstanding as of June 30, 2023
100% Subsidiary of Bioceres S.A. - Bioceres LLC			(623,629	)			(608,293	)
Moolec S.A. Shareholders			9,802,566				8,070,000
Union Group Ventures Limited			(677,000	)			(677,000	)
INDEAR S.A.			(953	)			-
INMET S.A.- Ingenieria Metabolica S.A			(298	)			-
Agrality Inc.			(26,750	)			-

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Note 24. Financial instruments

Accounting classification and fair value

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

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

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

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

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

Recurring measurements		Note		As of March 31, 2024			As of June 30, 2023
Financial Assets
Amortized costs
Cash and cash equivalents		(i)			4,161,191				2,064,079
Trade and other receivables		(i)			11,542,989				10,454,301
Fair value through profit or loss
Cash and cash equivalents		(ii)			90,760				463,594
Short-term investments		(ii)			-				306,034
Total financial assets				$	15,794,940			$	13,288,008
Financial Liabilities
Amortized costs
Trade and other payables		(i)			4,522,734				9,340,571
Financial debts		(i)			13,431,482				2,645,289
Lease liabilities		(i)			457,465				-
Fair value through profit or loss
Warrant liabilities		(ii)			312,191				887,689
Total financial liabilities				$	18,723,872			$	12,873,549
Net financial (liability) / asset				$	(2,928,932	)		$	414,459

(i)	Cash, short-term investments, trade and other receivables, prepayments, trade and other payables, financial debts and lease liabilities are recorded at carrying value, which approximates fair value due to their short-term nature and generally negligible credit losses.

(ii)	Fair value of cash equivalent, short-term investment and warrants has been determined using the quoted market price at the period-end (level 1).

Note 25. Events after the reporting period

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

Subsequent to March 31, 2024, on April 23, 2024 the Company used the Share Purchase Agreement with Nomura, issuing 1,000,000 shares in exchange of $2,172,400. The proceeds will be used for general corporate purposes.

On April 22, 2024, the Animal and Plant Health Inspection Service ("APHIS") of the U.S. Department of Agriculture ("USDA") has concluded its Regulatory Status Review ("RSR") for Moolec's genetically engineered ("GE") soybean Piggy Sooy™. The USDA-APHIS RSR determined that Moolec's genetically engineered soybean, accumulating animal meat protein, is unlikely to pose an increased plant pest risk relative to non-engineered soybeans. Therefore, it is not subject to the APHIS regulation that governs the movement of organisms modified or produced through genetic engineering (as described in 7 CFR part 340). Back in June 2023, the Company announced that Piggy Sooy™ seeds had achieved high levels of expression of pork protein (up to 26.6% of the total soluble protein) and had patented their technology. The Company clarified that Piggy Sooy™ development is set to keep moving forward completing the necessary consultation with the United States Food and Drug Administration ("FDA"). This milestone is an important step towards the completion of the early development stage, which will allow the capitalization of the costs of this project according to the Company's accounting policy.

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