Business Context and Reporting Period
This Form 6-K, filed on April 17, 2025, by Moolec Science SA, discloses a material business combination involving Bioceres Group PLC (now Bioceres Group Limited), Nutrecon LLC, and Gentle Technologies Corp. The filing incorporates by reference a Disclosure Statement and Business Combination Agreement dated April 17, 2025. On April 9, 2025, Bioceres Group PLC converted to a private limited company and changed its name to Bioceres Group Limited.
Key Financial Metrics
The filing text does not provide specific standalone financial metrics (revenue, profit, cash flow, margins, debt, or liquidity) for Moolec Science SA or the combined entity within the body of this report. Instead, it references exhibits containing:
- Unaudited pro forma condensed combined consolidated financial information for the year ended June 30, 2024, and the six-month period ended December 31, 2024 (Exhibit 99.1).
- Audited consolidated financial statements of Bioceres Group PLC for years ended June 30, 2024, 2023, and 2022 (Exhibit 99.3).
- Unaudited interim consolidated financial statements of Bioceres Group PLC as of December 31, 2024 (Exhibit 99.4).
- Financial statements for Bioceres Crop Solutions Corp. for periods ended June 30, 2024, and December 31, 2024 (Exhibits 99.5 and 99.6).
Material Changes
The primary material change is the execution of a business combination agreement on April 17, 2025, integrating the businesses and assets of Bioceres Group Limited, Nutrecon LLC, and Gentle Technologies Corp. Additionally, Bioceres Group PLC underwent a legal restructuring on April 9, 2025, converting from a public limited company to a private limited company and adopting the name Bioceres Group Limited.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding performance, prospects, and revenues, which are subject to significant risks and uncertainties. Key risks include changes in laws or regulations, economic and competitive factors, and costs associated with scaling up the acquired businesses. On March 4, 2025, the SEC granted relief from the requirement to include specific financial statements for Gentle Technologies Corp and Nutrecon LLC in registration statements, along with related pro forma information.
Investor Verification Checklist
- Review Exhibit 99.1 for the unaudited pro forma condensed combined consolidated financial information to understand the projected financial position of the combined entity.
- Verify the specific terms of the Business Combination Agreement in Exhibit 99.2.
- Examine the "Risk Factors" section within Exhibit 99.1 for detailed disclosures on regulatory, economic, and operational risks.
- Confirm the impact of the SEC relief granted on March 4, 2025, regarding the exclusion of financial statements for Nutrecon LLC and Gentle Technologies Corp.
- Check the audited financial statements of Bioceres Group PLC (Exhibit 99.3) and Bioceres Crop Solutions Corp. (Exhibit 99.5) for historical performance data.