Moolec Science announces business agreement with Bioceres Group in all-stock transaction

LUXEMBOURG – Moolec Science, a science-based food ingredient company, has entered into a Business Combination Agreement (BCA) with Bioceres Group Limited and other related entities in an all-stock transaction to accelerate agricultural innovation.

Based on the terms and conditions of the BCA, several parties will transfer their respective holdings to Bioceres Group, Nutrecon LLC, and Gentle Technologies Corp, resulting in an enlarged corporate structure with Moolec as the parent company.

In exchange, Moolec will issue a combination of up to 87 million newly issued shares and 5 million warrants to the shareholders of the contributed entities, as more fully described below in the timing and approvals section.

Moolec’s new value proposition will centre on modifying or improving seeds and microbes to positively impact how we use land and water resources while preserving and/or improving human health.

José López Lecube, CFO and Director of Moolec, commented: “This transformative transaction marks a new stage for Moolec, positioning the company for growth within a broader organisation that facilitates synergies on multiple levels.

“Becoming part of a larger organisation will enable cost efficiencies, significant revenue increase, and product portfolio diversification. It will also enlarge our investor base, providing the company with new stakeholders supporting Moolec’s new, more diversified business.”

Following the closing of the Business Combination, Moolec will become uniquely positioned in the agricultural value chain.

Its robust and validated technology discovery and development engine can cost-competitively address multiple upstream and downstream needs.

According to Bioceres Crop Solutions Corp, the need to accelerate agricultural innovation to address current and future challenges, such as enhancing on-farm profitability and reducing environmental impact, is increasingly evident.

Federico Trucco, Bioceres Group’s board member and CEO of Bioceres Crop Solutions Corp, said, “Scale and visibility, both of which are key aspects of this transaction, are crucial to achieving this goal. Bioceres is enthusiastic to be part of a larger, more ambitious Moolec that expands its focus from science in food ingredients to a comprehensive ‘cradle-to-cradle’ approach.”

The companies and brands, which will be controlled or co-controlled by Moolec at the closing of the Business Combination, manage a portfolio of more than 800 patents and over 550 product registrations.

This translates into more than half a billion dollars of goods and services sold in their last fiscal year to customers in more than 50 different countries.

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