Exhibit 99.1
Unaudited interim condensed consolidated financial statements as of December 31, 2024 and June 30, 2024,
and for the three- and six-month periods ended December 31, 2024 and 2023.
Moolec Science SA
Unaudited interim condensed
consolidated financial statements as of December 31, 2024 and June 30, 2024,
and for the three and six-month ended December 31, 2024 and 2023
i
Moolec Science SA
Unaudited interim condensed consolidated statements of comprehensive loss
for the six and three-month periods ended December 31, 2024 and 2023
In USD [$]
| For the six months ended December 31 | For the three months ended December 31 | |||||||||||||||||
| Notes | 2024 | 2023 | 2024 | 2023 | ||||||||||||||
| Continuing operations | ||||||||||||||||||
| Revenue | ||||||||||||||||||
| Cost of sales | 21 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Other income | ||||||||||||||||||
| Research and development expense | 20 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Marketing expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Administrative expense | 19 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Other operating expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Financial costs | 18 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Other Financial Results | 18 | ( | ) | |||||||||||||||
| Loss investment in associates | ( | ) | ( | ) | ||||||||||||||
| Net loss before Income tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax benefit / (expense) | 16 | ( | ) | ( | ) | |||||||||||||
| Net loss of the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Basic and diluted loss per share | 22 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Other comprehensive income/ (loss) | ||||||||||||||||||
| Items that may be reclassified to profit or loss: | ||||||||||||||||||
| Foreign exchange differences on translation of foreign operations | ( | ) | ( | ) | ||||||||||||||
| Total other comprehensive income / (loss) | ( | ) | ( | ) | ||||||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated statements
1
Moolec Science SA
Unaudited interim condensed consolidated statements of financial position
as of December 31, 2024 and June 30, 2024
In USD [$]
| Notes | As of December 31, 2024 | As of June 30, 2024 | ||||||||
| ASSET | ||||||||||
| Non- current assets | ||||||||||
| Intangible assets | 6 | |||||||||
| Fixed assets | 7 | |||||||||
| Goodwill | ||||||||||
| Right-of-use of assets | ||||||||||
| Prepayments | ||||||||||
| Other non-current receivables | 8 | |||||||||
| Total non-current assets | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 9 | |||||||||
| Trade receivables | ||||||||||
| Other receivables | 8 | |||||||||
| Prepayments | ||||||||||
| Inventories | 10 | |||||||||
| Total current assets | ||||||||||
| TOTAL ASSETS | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||
| Equity | ||||||||||
| Share capital | 11 | |||||||||
| Shares to be issued | 11 | |||||||||
| Treasury shares | 11 | ( | ) | ( | ) | |||||
| Share premium | 11 | |||||||||
| Cost of own shares held | 11 | ( | ) | ( | ) | |||||
| Cumulative translation adjustment | 11 | |||||||||
| Equity settled share-based payment | 12 | |||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Total equity | ||||||||||
| Liabilities | ||||||||||
| Non-current liabilities | ||||||||||
| Accounts Payable | 13 | |||||||||
| Financial debts | 17 | |||||||||
| Other liabilities | 14 | |||||||||
| Lease liability | ||||||||||
| Deferred tax liability | ||||||||||
| Total non-current liabilities | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable | 13 | |||||||||
| Financial debts | 17 | |||||||||
| Other liabilities | 14 | |||||||||
| Warrant liabilities | 15 | |||||||||
| Lease liability | ||||||||||
| Total current liabilities | ||||||||||
| TOTAL LIABILITIES | ||||||||||
| TOTAL LIABILITIES AND EQUITY | ||||||||||
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 six months period ended December 31, 2024 and 2023
In USD [$]
| Share capital | Cost of | Cumulative | Equity settled | |||||||||||||||||||||||||||||||||
| Shares Issued | Shares
to be issued | Treasury shares | Share Premium | own
shares held | translation adjustment | share-based payment | Retained (deficit) | Total
Equity | ||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | ( | ) | ||||||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Equity settled share-based payment | ||||||||||||||||||||||||||||||||||||
| Net loss of the period | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Issue of share capital | ||||||||||||||||||||||||||||||||||||
| Issue of share capital – Shared-based payments | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Settlement with shareholders (Business Combination) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Equity settled share-based payment | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | ||||||||||||||||||||||||||||||||||||
| Net loss of the period | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated statements.
3
Moolec Science SA
Unaudited interim condensed consolidated statements of cash flows
For the six-month periods ended December 31, 2024 and 2023
In USD [$]
| For the six months ended December 31, 2024 | For the six months ended December 31, 2023 | |||||||
| Cash flows from operating activities | ||||||||
| Loss for the period | ( | ) | ( | ) | ||||
| Adjustments to reconcile loss for the period to net cash flows | ||||||||
| Deferred tax benefit / (expense) | ( | ) | ||||||
| Amortization intangible assets | ||||||||
| Depreciation fixed assets | ||||||||
| Depreciation of right-of-use assets | ||||||||
| Employee share-based payment | ( | ) | ||||||
| Financial income / (expenses) | ( | ) | ( | ) | ||||
| Changes in working capital | ||||||||
| Prepayments | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Other receivables | ||||||||
| Inventories | ( | ) | ||||||
| Accounts Payable | ( | ) | ||||||
| Other liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Acquisition of fixed assets | ( | ) | ( | ) | ||||
| Capitalized development expenditures | ( | ) | ||||||
| Purchase of Intangible assets | ( | ) | ||||||
| Short-term investments subscriptions | ( | ) | ||||||
| Short-term investments withdrawals | ||||||||
| Net cash (used in) / generated from investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of convertible notes | ||||||||
| Proceeds from financial debts | ||||||||
| Payment of loans | ( | ) | ( | ) | ||||
| Payments of interest | ( | ) | ( | ) | ||||
| Payments of lease liabilities | ( | ) | ( | ) | ||||
| Deferred payment for acquisition of ValoraSoy | ( | ) | ||||||
| Proceed from issuance of shares | ||||||||
| Net cash (used in) / generated from financing activities | ( | ) | ||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of the year | ||||||||
| Effect of exchange rate changes and inflation on cash and equivalents | ( | ) | ||||||
| Cash and cash equivalents at end of the period | ||||||||
| Non-cash financing activities | ||||||||
| Increase in Right-of-use asset recognition through and increase in Lease liabilities | ( | ) | ||||||
| Increase in issuance of convertibles notes through Accounts Payables (see notes 13 and 17) | ||||||||
| Increase in financial debt through other liabilities (see notes 14 and 17) | ||||||||
| Decrease in other receivables through cancellation of commitment to issue shares - ValoraSoy Business Combination | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated statements
4
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 December 31, 2024 are as follows:
| Name | Principal activities | Country of incorporation and principal place of business | % Equity interest as of December 31, 2024 | |||||
| Moolec Science Limited (i) | % | |||||||
| LightJump Acquisition Corporation (ii) | % | |||||||
| ValoraSoy S.A. | % | |||||||
| AG Biomolecules LLC (DE) | % | |||||||
| Microo Foods Ingredients S.L. | % | |||||||
| (i) | |
| (ii) |
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, 2024. These unaudited interim condensed consolidated financial statements do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial statements.
These unaudited interim condensed consolidated financial statements of the Group were authorized by the Board of Directors of Moolec Science SA in April 15, 2025.
5
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 2024.
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. The Company confirms the financial support of its main shareholders for a minimum period of twelve months from the date of these financial statements.
Note 3. Summary of significant accounting policies
The accounting policies applied in these unaudited interim condensed consolidated financial statements are the same as those applied in the Group’s consolidated financial statements as at and for the year ended 30 June 2024. The policy for recognizing and measuring income taxes in the interim periods is consistent with that applied in the previous interim period and is described in Note 16: Income tax.
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 |
| - | Amendments to IFRS 16- Lease Liability in a Sale and Leaseback. |
| - | Amendments to IAS 1 – Non- current liabilities with covenants. |
| - | Amendments to IAS 7- Statement of Cash Flows & to IFRS 7- Financial Instruments: Disclosures |
These new standards and amendments did not have any material impact on the Group.
| b) | The following new standards and amendments are not yet adopted by the Group. |
| - | IFRS 19 - Simplifying disclosure requirements for certain subsidiary financial statements. This standard specifies the disclosure requirements that an entity is permitted to apply instead of the disclosure requirements in other IFRS Accounting Standards. It is effective for annual periods beginning on or after 1 January 2027. |
| - | Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity. The amendments are effective for annual periods beginning on or after January 1, 2026. |
| - | Annual Improvements to IFRS Accounting Standards—Volume 11. The amendments are effective for annual periods beginning on or after January 1, 2026. |
6
These standards and amendments are not expected to have a material impact on the Group
| - | IFRS 18 – Presentation and Disclosure in Financial Statements. This standard sets out requirements for the presentation and disclosure of information in general purpose financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. It is effective for annual periods beginning on or after January 1, 2027. |
Amendments to IAS 21- The Effects of Changes in Foreign Exchange Rates Titled Lack of Exchangeability. The amendments are effective for annual reporting periods beginning on or after 1 January 2025.
| - | IFRS 9 and IFRS 7- Classification and measurement of financial instruments. The amendments are effective for annual periods beginning on or after January 1, 2026. |
| - | Amendments to IAS 21- The Effects of Changes in Foreign Exchange Ratestitled Lack of Exchangeability. |
The amendments are effective for annual reporting periods beginning on or after 1 January 2025.
The Group is currently analyzing the potential impact of these new standards on our financial statements
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
| For the six month period ended | For the three month period ended | |||||||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | |||||||||||||
| Revenue (1) | ||||||||||||||||
| Cost of sales (2) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| (1) |
| (2) |
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.
7
Non-current assets other than financial instruments
Non-current assets other than financial instruments are located in the following countries:
| As of December 31, 2024 | As of June 30, 2024 | |||||||
| Luxembourg | ||||||||
| United Kingdom | ||||||||
| Argentina | ||||||||
| United States | ||||||||
| Total non-current assets other than financial instruments | $ | $ | ||||||
Note 4. Critical accounting judgements and estimates
The Group makes certain estimates and assumptions regarding the future. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are the same as those described in the last annual financial statements.
Note 5. Comparative Information
The information disclosed for comparative purposes arises from the consolidated financial statements of Moolec as of June 30, 2024 and from unaudited financial statements for the period of July 1, 2023 through December 31, 2023 respectively.
The Company has reclassified some expenses in the notes in the comparative periods to improve the presentation and understanding of the financial information. Those reclassifications do not impact on the previously reported total comprehensive results, financial position or cash flows.
Note 6. Intangible Assets
| 2024 | 2023 | |||||||
| As of June 30, | ||||||||
| Cost | ||||||||
| Accumulated Amortization | ( | ) | ( | ) | ||||
| Net book amount | $ | $ | ||||||
| 2024 | 2023 | |||||||
| Six months period ended December 31, | ||||||||
| Opening net book amount | ||||||||
| Effect of changes in foreign exchange rates | ( | ) | ||||||
| Additions (i) | ||||||||
| Amortization (ii) | ( | ) | ( | ) | ||||
| Closing net book amount | $ | $ | ||||||
| 2024 | 2023 | |||||||
| As of December 31, | ||||||||
| Cost | ||||||||
| Accumulated Amortization | ( | ) | ( | ) | ||||
| Net book amount | $ | $ | ||||||
| (i) |
| (ii) |
8
Note 7. Fixed Assets
| 2024 | 2023 | |||||||
| As of June 30, | ||||||||
| Cost | ||||||||
| Accumulated Amortization | ( | ) | ( | ) | ||||
| Net book amount | $ | $ | ||||||
| 2024 | 2023 | |||||||
| Six months period ended December 31, | ||||||||
| Opening net book amount | ||||||||
| Effect of changes in foreign exchange rates | ( | ) | ||||||
| Additions | ||||||||
| Depreciation (i) | ( | ) | ( | ) | ||||
| Closing net book amount | $ | $ | ||||||
| 2024 | 2023 | |||||||
| As of December 31, | ||||||||
| Cost | ||||||||
| Accumulated Depreciation | ( | ) | ( | ) | ||||
| Net book amount | $ | $ | ||||||
| (i) |
Note 8. Other receivables
| As of December 31, 2024 | As of June 30, 2024 | |||||||
| Receivables with shareholders (i) | ||||||||
| Total Other receivables – Non current | $ | $ | ||||||
| (i) |
| As of December 31, 2024 | As of June 30, 2024 | |||||||
| Taxes | ||||||||
| Others | ||||||||
| Total Other receivables – Current | $ | $ | ||||||
9
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 December 31, 2024 | As of June 30, 2024 | |||||||
| Bank accounts | ||||||||
| Short-term investments | ||||||||
| Cash | ||||||||
| Total cash and cash equivalents | $ | | $ | |||||
Note 10. Inventories
| As of December 31, 2024 | As of June 30, 2024 | |||||||
| Raw materials | ||||||||
| Finished goods | ||||||||
| Total Inventories | $ | | $ | |||||
Note 11. Share capital and share premium
As of December 31, 2024,
the share capital stock and share premium amounts to $
| 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, and December 31, 2023 | ||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| Issue of share capital (i) | ||||||||||||||||||||||||
| Settlement with shareholders (Business Combination) | ( | ) | ( | ) | ||||||||||||||||||||
| Issue of share capital – Shared-based payments (ii) | ( | ) | ||||||||||||||||||||||
| Balance as of December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| (i) |
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 October 2024,
| (ii) |
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Note 12. Share based payment
Under the share-based compensation plan, some employees and members of the executive management team as defined by the Board of Directors, were granted share options or restricted stock units (“RSU”) in return for their services to the Group.
On September 18, 2024, the Board of Directors approved the 2024 Incentive Plan (the “Plan”), making some minor modifications to the previous share-based compensation plan. Subsequently, on December 12, 2024, the Board approved the possibility of making additional grants under the Plan and revised certain terms. These changes were designed to attract, retain, and motivate key executives while promoting sustained growth and enhancing shareholder value.
As of December 31, 2024, Moolec had the following shared-based payment arrangements for executives and senior management:
| ● | Group 1 granted up to |
| ● | Group 2 granted up to |
| ● | Group 3 granted up to |
Also, for the period
ended December 31, 2024 RSU awards were accrued to some employees and members of the executive team amounting to the equivalent of
$
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) | $ | $ | $ | |||||||||
| Exercise price | $ | $ | $ | |||||||||
| Expected volatility | % | % | % | |||||||||
| Dividend rate | ||||||||||||
| Reference risk-free interest rate | % | % | % | |||||||||
| Plan duration | ||||||||||||
| Fair value of stock options at measurement date (range) | $ | $ | $ | |||||||||
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
11
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 December 31, 2024.
| December 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 | $ | $ | $ | |||||||||||||||||||||
| Granted during the period | $ | |||||||||||||||||||||||
| Forfeited during the period | ||||||||||||||||||||||||
| Exercised during the period | ||||||||||||||||||||||||
| Expired during the period | ||||||||||||||||||||||||
| At the ending | $ | $ | $ | |||||||||||||||||||||
The charge of the stock options recognized during
the six months period ended on December 31, 2024 and 2023, was $(
The charge of the RSUs recognized for the six months period ended on
December 31, 2024 and 2023, was $(
Note 13. Accounts Payable
| As of December 31, 2024 | As of June 30, 2024 | |||||||
| Long term account payable with BIOX (i) | ||||||||
| Total Accounts payable – Non Current | $ | $ | ||||||
On June 14, 2024, Moolec Science SA and Bioceres Crop Solutions Corp.
(“BIOX”) signed an agreement under which BIOX sold
On December 30, 2024, Moolec Science SA and Bioceres
Crop Solutions Corp. (“BIOX”) signed and additional agreement under which BIOX sold
| As of December 31, 2024 | As of June 30, 2024 | |||||||
| Accruals | ||||||||
| Trade payables | ||||||||
| Related parties (i) | ||||||||
| Transaction expenses payable | ||||||||
| Total Accounts payable – Current | $ | $ | ||||||
| (i) |
12
Note 14. Other liabilities
| As of December 31, 2024 | As of June 30, 2024 | |||||||
| Related parties (i) | ||||||||
| Wages | ||||||||
| Taxes | ||||||||
| Others | ||||||||
| Total Other liabilities - Current | $ | $ | ||||||
The book value is reasonably approximate to the fair value given its short-term nature.
| (i) |
Note 15. Warrants liabilities
Each of the Warrants
to purchase an aggregate of
Considering that the
fair value as of December 31, 2024 and June 30, 2024, is $
| As of December 31, 2024 | As of June 30, 2024 | |||||||
| At the beginning of the period / year | $ | $ | ||||||
| Fair value remeasurement (Gain) | ( | ) | ( | ) | ||||
| At the end of the period / year | $ | $ | ||||||
Note 16. Income Tax
Income tax recognized through profit or loss
Income tax expense is recognized at an amount determined by multiplying the profit (loss) before tax for the interim reporting period by management’s best estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognized in full in the interim period. As such, the effective tax rate in the unaudited interim condensed consolidated financial statements may differ from management’s estimate of the effective tax rate for the annual financial statements.
The Group’s consolidated loss before income
tax for the six months ended December 31, 2024 amounts to $
13
The Group’s consolidate the effective tax
rate with respect to continuing operations for the six months ended December 31, 2024 was 6
The tax rate used for 2024 represents the tax
rate of
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdiction.
Note 17. Financial Debts
| As of December 31, 2024 | As of June 30, 2024 | |||||||
| Financial debt denominated in US Dollars (i) | ||||||||
| Financial debt denominated in Argentinian Pesos | ||||||||
| Total Financial Debt - Non-Current | $ | $ | ||||||
| As of December 31, 2024 | As of June 30, 2024 | |||||||
| Financial debt denominated in US Dollars | ||||||||
| Financial debt denominated in Argentinian Pesos | ||||||||
| Total Financial Debt - Current | $ | $ | ||||||
| (i) |
Note 18. Financial income / expenses
| For the six month period ended | For the three month period ended | |||||||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | |||||||||||||
| Financial Costs | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Lease Liability Interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Financial Costs | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other financial results | ||||||||||||||||
| Interest income (Shareholders’ loan) | ||||||||||||||||
| Inflation adjustment | ||||||||||||||||
| Change in warrants | ||||||||||||||||
| Exchange rate gains / (losses) | ( | ) | ( | ) | ||||||||||||
| Investment results | ||||||||||||||||
| Other | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Other financial results | $ | $ | $ | $ | ( | ) | ||||||||||
| Total net financial income / (expense) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
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Note 19. Administrative expenses
| For the six month period ended | For the three month period ended | |||||||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | |||||||||||||
| Audit, legal and accountancy fees | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Payroll Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Insurance | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Professional fees | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization of intangible assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other office and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Travel Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization of right-of-use assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Depreciation of fixed assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Equity settled share-based payment (1) | ( | ) | ( | ) | ||||||||||||
| Total Administrative expenses | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (1) |
Note 20. Research and development expense
| For the six month period ended | For the three month period ended | |||||||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | |||||||||||||
| Professional fees | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization of intangible assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Laboratories’ related expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization right-of-use assets | ( | ) | ( | ) | ( | ) | ||||||||||
| Depreciation of fixed assets | ( | ) | ( | ) | ||||||||||||
| Other research and development expenses | ( | ) | ( | ) | ||||||||||||
| Total Research and development expenses | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
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Note 21. Cost of sales
| For the six month period ended | For the three month period ended | |||||||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | |||||||||||||
| Inventories at beginning | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Purchases | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Production costs | ||||||||||||||||
| Payroll and professional fees | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Maintenance, energy and fuel related to fixed assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization and depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other production costs | ( | ) | ( | ) | ( | ) | ||||||||||
| Sub-total production costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign currency translation | ( | ) | ( | ) | ||||||||||||
| Sub-total | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Inventories as of the end | ||||||||||||||||
| Cost of sales | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
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.
| For the six-month periods ended | For the three-month periods ended | |||||||||||||||
| Numerator | December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | ||||||||||||
| Loss for the period, attributable to the owners of the Group | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss attributable to the ordinary shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Weighted-average number of ordinary shares (basic and diluted)
| For the six-month periods ended | For the three-month periods ended | |||||||||||||||
| Denominator | December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | ||||||||||||
| Weighted-average number of ordinary shares | ||||||||||||||||
| For the six-month periods ended | For the three-month periods ended | |||||||||||||||
| Net loss attributable to ordinary shareholders per share | December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | ||||||||||||
| Basic and Diluted | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Convertible notes outstanding were not included in the diluted EPS calculations for the period ended December 31, 2024 and 2023 because the interest (net of tax and other changes in income or expense) per ordinary share obtainable on conversion exceeds basic earnings per share.
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Note 23. Related parties
Balances and transactions between the Group entities, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its directors and/or executive board members and the Company and the Parent are disclosed below.
Transactions with key management personnel
Key management personnel compensation comprised:
| For
the six months period ended | For
the three months period ended | |||||||||||||||
| In USD ($) | December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | ||||||||||||
| Short-term employee benefits | ||||||||||||||||
| Share based payment | ||||||||||||||||
Other Related Party Transactions
| For the six months period ended | For the three months period ended | |||||||||||||||||
| In USD ($) | Note | December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | |||||||||||||
| Share based payment | ||||||||||||||||||
| Key management | ||||||||||||||||||
| Services Provided by Other Companies | ||||||||||||||||||
| Bioceres Crop Solutions Corp | (i) | |||||||||||||||||
| Union Group Ventures Limited | (ii) | |||||||||||||||||
| (iii) | ||||||||||||||||||
| (iv) | ||||||||||||||||||
| Owned by Bioceres S.A. - Agrality Inc. | (v) | |||||||||||||||||
| Founded and operated by the Company’s CPO - Future Foods B.V. | (vi) | |||||||||||||||||
| (i) |
| (ii) |
| (iii) |
| (iv) |
| (v) |
| (vi) |
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Other Related Party Balances
| In USD ($) | Balance outstanding as of December 31, 2024 | Balance outstanding as of June 30, 2024 | ||||||
| Invim Corporativo S.L. (ii) | ( | ) | ( | ) | ||||
| Bioceres Crop Solutions Corp (iii) | ( | ) | ( | ) | ||||
| Union Group Ventures Limited (ii) | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
| Agrality Inc (i) | ( | ) | ( | ) | ||||
| Founded and operated by the Company’s CPO - Future Foods B.V. (i) | ( | ) | ( | ) | ||||
| INDEAR S.A. (i) | ( | ) | ( | ) | ||||
| (i) |
| (ii) |
| (iii) |
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).
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The following represents the carrying value and fair value of the Company’s financial instruments and non-financial derivatives:
| Recurring measurements | Note | As of December 31, 2024 | As of June 30, 2024 | |||||||
| Financial Assets | ||||||||||
| Amortized costs | ||||||||||
| Cash and cash equivalents | (i) | |||||||||
| Trade and other receivables | (i) | | | |||||||
| Fair value through profit or loss | ||||||||||
| Cash and cash equivalents | (iii) | |||||||||
| Total financial assets | $ | $ | ||||||||
| Financial Liabilities | ||||||||||
| Amortized costs | ||||||||||
| Trade and other payables | (i) | |||||||||
| Financial debts | (ii) | |||||||||
| Lease liabilities | (i) | |||||||||
| Fair value through profit or loss | ||||||||||
| Warrant liabilities | (iii) | |||||||||
| Total financial liabilities | ||||||||||
| Net financial (liability) | $ | ( | ) | $ | ( | ) | ||||
| (i) |
| (ii) |
| (iii) |
Note 25. Events after the reporting period
Management has considered subsequent events through the date these consolidated financial statements were issued:
On March 11, 2025 the Company received a letter
from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that it has not regained compliance with Nasdaq Listing Rule 5550(a)(2) due to the closing bid price of its listed securities
remaining below $
On March 13, 2025, the Company appealed the Staff’s determination to a Hearings Panel and intends to present a plan to regain and maintain compliance with Nasdaq Listing Rule 5550(a)(2) by executing a reverse share split, and such appeal automatically stays any potential delisting and the filing of the Form 25-NSE pending the hearing and decision of the Hearings Panel.
On April 4, 2025, the Company was granted an exception by Nasdaq until May 30, 2025 to effect the reverse stock split and thereafter regain compliance with the Bid Price Rule. In the event the Company fails to regain compliance with the Bid Price Rule by that date, its securities will be delisted.
On March 14, 2025, the Board of Directors approved and authorized the convening of an extraordinary shareholders’ meeting upon completion of all necessary formalities to consider and vote on the proposed reverse share split.
19
On March 19, the Board of Directors reviewed and discussed the appropriate minimum and maximum ratio to be informed to Nasdaq in connection with the Reverse Stock Split. After due consideration of market conditions and regulatory requirements, the Board recommends a ratio within the range of 2 to 10. This recommended range will be subject to further confirmation by the Board at the time of convening the extraordinary shareholders’ meeting (“EGM”). The final ratio will ultimately be determined and approved by the shareholders during the EGM.
On March 24, 2025 the State of Delaware approved the dissolution of the non-operative subsidiary Lightjump Acquisition Corporation.
As of the date of issuance of these financial statements, the Company is in the process of filing the transfer of jurisdiction of incorporation from the Grand Duchy of Luxembourg to the Cayman Islands, as an exempted company incorporated under the laws of such country.
On April 7, 2025, it was notified of an extraordinary general meeting of the shareholders (“EGM”) to be held on April 22, 2025. Matters submitted to the Extraordinary General Meeting include the approval of the transfer of the central administration (administration centrale) and registered office (siège social) of the Company from the Grand Duchy of Luxembourg to the Cayman Islands, and to set the registered office of the Company at c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands, with effect as from the Effective Date (as defined in the convening notice), to acknowledge the Migration (as defined in the convening notice) and to approve the Share Capital Reduction (as defined in the convening notice) of the Company so as to reduce the share capital pursuant to the Consolidation Ratio (as defined in the convening notice), which will be set between 2:1 and 10:1.
On April 7, 2025, Mr. Gastón Paladini and Mr. Esteban Corley informed Moolec Science SA of their resignations as Members of the Board of Directors, effective as of April 22, 2025, immediately following the conclusion of the Extraordinary General Meeting (EGM), or by 11:59 p.m. Luxembourg time on that same day, whichever occurs first. In addition, Mr. Paladini will also resign as Chairman of the Board and Chief Executive Officer (CEO) of the Company, effective as of the same date.
The scheduled EGM will consider the potential appointment of two new members for the Company’s Board. The Board of Directors will announce in due time the Company’s new Chief Executive Officer before April 22, 2025. All Board members remain fully committed to the Company’s operations and strategic objectives, and will continue working diligently and with dedication to deliver value to its stakeholders.
20