Moolec Science (MLEC) F-1 17 Apr 23 Registration statement (foreign) Financial data

Document And Entity Information

Document And Entity Information	6 Months Ended
	Dec. 31, 2022
Document Information Line Items
Entity Registrant Name	Moolec Science SA
Document Type	F-1
Amendment Flag	false
Entity Central Index Key	0001937737
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	N4
Entity Address, Address Line One	17, Boulevard F.W.
Entity Address, Address Line Two	RaiffeisenL-2411 Luxembourg
Entity Address, City or Town	Grand Duchy of Luxembourg
Entity Address, Country	LU
City Area Code	+352
Local Phone Number	26 49 65 65
Business Contact
Document Information Line Items
Entity Address, Address Line One	122 East 42nd Street
Entity Address, Address Line Two	18th Floor
Entity Address, City or Town	New York
City Area Code	+1
Local Phone Number	212 947 7200
Contact Personnel Name	Cogency Global Inc.
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10168

Unaudited Interim Condensed Con

Unaudited Interim Condensed Consolidated Statements of Operations - USD ($)	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Continuing operations
Research and development expense	$ (404,489)	$ (532,050)
Marketing expense	(39,791)	(77,898)
Administrative expense	(725,394)	(1,206,274)
Other operating expense	(4,491,044)	(14,371)
Loss from operations	(5,660,718)	(1,830,593)
Financial income/expenses	(316,495)	(10,614)
Share based payment cost of listing shares	(42,705,061)
Loss before Income tax	(48,682,274)	(1,841,207)
Income tax
Loss of the period	(48,682,274)	(1,841,207)
Total comprehensive loss for the period	$ (48,682,274)	$ (1,841,207)
Basic loss per share (in Dollars per share)	$ (1.57)	$ (0.06)

Unaudited Interim Condensed C_2

Unaudited Interim Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Profit or loss [abstract]
Diluted loss per share	$ (1.57)	$ (0.06)

Unaudited Interim Condensed C_3

Unaudited Interim Condensed Consolidated Statements of Financial Position - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Non current assets
Intangible Assets	$ 4,665,334	$ 4,598,930
Fixed Assets	8,069	8,918
Other Non-Current receivables	8,070,000
Total non-current assets	12,743,403	4,607,848
Current assets
Cash and cash equivalents	10,429,258	1,081,808
Other receivables	3,876	2,061
Total current assets	10,433,134	1,083,869
TOTAL ASSETS	23,176,537	5,691,717
Equity
Share capital	375,605	310,000
Share premium	66,487,065	7,290,000
Equity settled share based payment	551,841	838,576
Accumulated deficit	(55,516,517)	(6,834,243)
Total equity	11,897,994	1,604,333
Current liabilities
Accounts payable	8,773,926	1,226,213
Other current liabilities	838,117	1,171
Warrants liabilities	1,666,500
Simply Agreement for Future Equity (“SAFE”)		2,860,000
Total current liabilities	11,278,543	4,087,384
TOTAL LIABILITIES	11,278,543	4,087,384
TOTAL LIABILITIES AND EQUITY	$ 23,176,537	$ 5,691,717

Unaudited Interim Condensed C_4

Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Loss for the year/period	$ (48,682,274)	$ (1,841,207)
Adjustments to reconcile loss for the period to net cash flows
Depreciation and amortization	849	849
Employee share based payment	77,279	703,326
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	3,149	10,614
Changes in working capital
Receivables from related parties		(43,150)
Other receivables	(1,815)	(912)
Accounts Payable	4,164,444	330,572
Other liabilities	836,946	2,123
Net cash (used) in operating activities	(583,015)	(837,785)
Cash flows from investment activities
Additions of Intangible assets	(66,404)
Net cash used to investment activities	(66,404)
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
Net cash generated from financing activities	10,000,015
Net increase in cash and cash equivalents	9,350,596	(837,785)
Cash and cash equivalents at beginning of the period	1,081,808	980,527
Effect of exchange rate changes on cash and equivalents	(3,146)	(10,614)
Cash and cash equivalents at end of the period	10,429,258	132,128
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 Payable	(1,057,833)
Net liabilities acquired through issuance of share capital	$ (3,991,935)

Unaudited Interim Condensed C_5

Unaudited Interim Condensed Consolidated Statements of Changes in Equity - USD ($)	Share capital	Share Premium	Equity settled share based payment	Retained (deficit)	Total
Balance at Jun. 30, 2021	$ 310,000	$ 7,290,000		$ (2,307,338)	$ 5,292,662
Equity settled share based payment			703,326		703,326
Total comprehensive (loss)				(1,841,207)	(1,841,207)
Balance at Dec. 31, 2021	310,000	7,290,000	703,326	(4,148,545)	4,154,781
Balance at Jun. 30, 2022	310,000	7,290,000	838,576	(6,834,243)	1,604,333
Issue of share capital (Moolec shares)	15,000	8,055,000			8,070,000
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			39,644,268
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)				(48,682,274)	(48,682,274)
Balance at Dec. 31, 2022	$ 375,605	$ 66,487,065	$ 551,841	$ (55,516,517)	$ 11,897,994

General information

General information	6 Months Ended
	Dec. 31, 2022
General information [Abstract]
General information	Note 1. General information Moolec Science SA (“the Company’’ 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 -2411 Company Reorganization On December 30, 2022 (the “Closing Date”), the Company consummated the transactions contemplated by the Business Combination Agreement dated as of June 14, 2022, by and among LightJump Acquisition Corporation (“LightJump” or “SPAC”, a Delaware corporation), Moolec Science Limited (“Moolec”, 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 amended by the Business Combination Agreement dated as of November 18, 2022. Pursuant to the Business Combination Agreement and related agreements: • • • • • At the Merger and without any further action on the part of SPAC, Merger Sub, the Company or Moolec or the holders thereunder: • • • • Following the Merger: • Prior to the Closing, on December 27, 2022, in connection with the vote to approve the adoption of the Business Combination Agreement at LightJump’s special meeting of stockholders, certain public holders of SPAC Common Stock exercised their right to redeem 2,572,848 Accordingly, $1,988,975 remained in the Trust Account, for the benefit of the Company, after considering the redemption amount to be paid to the redeeming public holders of SPAC Common Stock. At Closing, EarlyBirdCapital Inc.(“EarlyBird”, the SPAC underwriter) and the Company disagreed on the amount of EarlyBird Cash Fees due to EarlyBird in connection with the EarlyBird Amendment. Even though the trust effectively was integrated in the Company bank account at Closing, as a result of such dispute, EarlyBird had not provided its required consent to Continental Stock Transfer & Trust Company (“Continental”, the Company’s transfer agent and warrant agent) for the transfer of the outstanding funds held in the Trust Account and the funds had to be returned to Continental until the dispute was settled. This proceeding was resolved by a settlement between the Company and EarlyBird dated March 15, 2023. Pursuant to the settlement agreement, the Company instructed Continental to transfer $1.1 million in cash from the Trust Account to EarlyBird. Additionally, pursuant to the Backstop Agreement, the Sponsor exercised the right to elect to concede Sponsor shares instead of contributing the requisite cash amount under the Backstop Agreement by conceding a total of 200,276 Sponsor shares of SPAC Common Stock to each of Union Group Ventures Limited.(“UGVL”) and THEO I SCSp.(“Theo”). UGVL and Theo each contributed $4,005,520 to the Company pursuant to the terms of the Backstop Agreement and in turn the Company issued 400,552 Ordinary Shares to each of UGVL and Theo. As a result of the Exchange and following the consummation of the Transaction, Moolec and SPAC had become direct wholly -owned In accordance with IFRS -cash Negative working capital As of December 31, 2022, the Company has a negative working capital of $845,409 generated mainly by reorganization expenses pending to be paid. The Company is having discussions to refinance such debts and does not foresee problems in meeting its short -term As of January 3, 2023, the Company agreed with certain providers related to transaction expenses liabilities, to refinance part of the debt, by which a total of $1,500,000 will be payable in 2024, allowing to improve the Company’s working capital situation. In addition, the Company is working on different financing alternatives, including but not limited to, credit lines.

Accounting standards and Basis

Accounting standards and Basis of preparation	6 Months Ended
	Dec. 31, 2022
Accounting standards and Basis of preparation [Abstract]
Accounting standards and Basis of preparation	Note 2. Accounting standards and Basis of preparation Note 2.1. Compliance with IFRS These unaudited interim condensed consolidated financial statements for the six -month These unaudited interim condensed consolidated financial statements do not include all notes of the type normally included in an annual financial statement. Accordingly, these unaudited interim condensed consolidated financial statements are to be read in conjunction with the Moolec consolidated financial statements as of June 30, 2022. In relation to the unaudited interim condensed consolidated statements of comprehensive loss, changes in equity and cash flows for the six -month -month The unaudited interim condensed consolidated financial statements of the Group as of December 31, 2022 and June 30, 2022 and for the six -month 2.2. Basis of measurement The unaudited interim condensed consolidated financial statements have been prepared on the historical cost basis. The significant accounting policies set out in Note 3 have been applied in preparing the unaudited interim consolidated financial statements as of December 31, 2022. Due to the activities of the Group, costs and expenses presented in the consolidated statements of Comprehensive loss are classified according to their function. The consolidated statements of Financial Position has been prepared based on the nature of the transactions, distinguishing: (a) current assets from non -current -term -current -month 2.3. Functional and presentation currency Items included in the unaudited interim condensed consolidated financial statements are measured using the currency of the primary economic market in which the Company operates (“the functional currency”). These unaudited interim condensed consolidated financial statements are presented in US Dollars, which is the Company’s functional currency. 2.4. 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 condensed consolidated financial statements for all periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. 2.5. Financial risk management The Group’s activities are subject to several financial risks: market risk (including the exchange rate risk, the interest rate risk and price risk), credit risk and liquidity risk. No significant changes have arisen in risk management policies as compared to policies included in the consolidated financial statements as of June 30, 2022.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Dec. 31, 2022
Significant accounting policies [abstract]
Significant accounting policies	Note 3. Significant accounting policies The accounting policies applied in these Interim condensed consolidated financial statements are consistent with those used in the Annual consolidated financial statements of Moolec since incorporation on August 21, 2020 and have been applied consistently by the Group for last fiscal year ended on June 30, 2022. As of the date of publication of these interim condensed consolidated financial statements there are no significant changes, new standards, amendments and interpretations of IFRS accounting policies, with exception of: Warrants As part of the reorganization, the Group incorporated public warrants (“Public warrants”). The warrants are an equity instrument only if (a) the instrument includes no contractual obligation to deliver cash or another financial asset to another entity and (b) if the instrument will or may be settled in the issuer’s own equity instruments, it is either a non -derivative -for-fixed Public warrants were classified as financial liability as they do not comply with the fixed -for-fixed

Comparative Information

Comparative Information	6 Months Ended
	Dec. 31, 2022
Comparative Information [abstract]
Comparative Information	Note 4. Comparative Information The information as of June 30, 2022 and for the six -month The exchange of shares related to the Capital Reorganization contemplated by the Business Combination Agreement, explained in Note 1, has been given a retrospective effect in the share capital of the statement of changes in equity and in Net loss per share purposes in Note 15.

Subsidiaries

Subsidiaries	6 Months Ended
	Dec. 31, 2022
Subsidiaries [Abstract]
Subsidiaries	Note 5. Subsidiaries Where the Company holds a controlling interest in an entity, such entity is classified as a subsidiary. The Company exercises control over such an entity if all three of the following elements are present: (i) the Company has the power to direct or cause the direction of the management and policies of the entity, (ii) the Company is exposed to the variable returns of such entity; and (iii) the Company has power to affect the variability of such returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. The subsidiary of the Company, of which its financial results have been included in the Consolidated Financial Statements, and holds a majority share of the voting rights is as follows: Name Principal activities Country of incorporation and principal place of business % Equity interest as of December 31, 2022 Moolec Science Limited Investment in subsidiaries United Kingdom 100.00 % LightJump Acquisition Corporation Investment in subsidiaries USA 100.00 %

Intangible Assets

Intangible Assets	6 Months Ended
	Dec. 31, 2022
Intangible Assets [Abstract]
Intangible Assets	Note 6. Intangible Assets As of June 30, 2022 Gamma SPC ® Total Cost 3,000,000 1,598,930 4,598,930 Accumulated Amortization — — — Net book amount $ 3,000,000 $ 1,598,930 $ 4,598,930 Six months ended December 31, 2022 Opening net book amount 3,000,000 1,598,930 4,598,930 Additions 45,456 20,948 66,404 Amortization — — — Closing net book amount $ 3,045,456 $ 1,619,878 $ 4,665,334 As of December 31, 2022 Cost 3,045,456 1,619,878 4,665,334 Accumulated Amortization — — — Net book amount $ 3,045,456 $ 1,619,878 $ 4,665,334

Fixed Assets

Fixed Assets	6 Months Ended
	Dec. 31, 2022
Fixed Assets [Abstract]
Fixed Assets	Note 7. Fixed Assets As of June 30, 2022 Chymosin Cost 10,617 Accumulated Depreciation (1,699 ) Net book amount $ 8,918 Six months ended December 31, 2022 Opening net book amount 8,918 Depreciation (849 ) Closing net book amount $ 8,069 As of December 31, 2022 Cost 10,617 Accumulated Depreciation (2,548 ) Net book amount $ 8,069

Other Non-Current Receivables

Other Non-Current Receivables	6 Months Ended
	Dec. 31, 2022
Other Non-Current Receivables [Abstract]
Other non-current receivables	Note 8. Other non-current receivables As of As of Receivables with shareholders 8,070,000 — Total Other Non-Current receivables $ 8,070,000 $ — Moolec issued an aggregate number of Moolec ordinary shares equal to 2,354,069 (or 1,500,000 of Moolec Science shares after the transaction) to current individual shareholders of Bioceres S.A. and Bioceres Group PLC. Moolec and the new shareholders entered into a subscription agreement prior to the transaction pursuant to which Moolec agreed to issue 2,354,069 of Moolec ordinary shares and the new shareholders agreed to pay an aggregate purchase price of $15,000,000 within 5 years from the date of such subscription agreement.

Cash and Cash Equivalents

Cash and Cash Equivalents	6 Months Ended
	Dec. 31, 2022
Cash and cash equivalents [abstract]
Cash and cash equivalents	Note 9. Cash and cash equivalents As of December 31, 2022 As of Bank accounts 10,429,258 1,081,808 Total cash and cash equivalents $ 10,429,258 $ 1,081,808 The Company has bank accounts in: HSBC Bank USA N.A., EFG Bank AG, Lloyds Bank PLC and Banco de Galicia y Buenos Aires S.A. Neither of them represents more than 40% of our deposits, as such there is no substantial asset concentration.

Accounts Payable

Accounts Payable	6 Months Ended
	Dec. 31, 2022
Accounts Payable [abstract]
Accounts Payable	Note 10. Accounts Payable As of December 31, 2022 As of Transaction expenses payable (7,501,301 ) — Accounts payable with related parties (608,293 ) (385,508 ) Accruals (468,908 ) (676,578 ) Other accounts payable (195,424 ) (164,127 ) Accounts payable $ (8,773,926 ) $ (1,226,213 )

Other Current Liabilities

Other Current Liabilities	6 Months Ended
	Dec. 31, 2022
Other Current Liabilities [Abstract]
Other current liabilities	Note 11. Other current liabilities As of December 31, 2022 As of Related parties (677,000 ) — Loans (160,000 ) — Pay As You Earn (PAYE) (1,117 ) (1,171 ) Other current Liabilities $ (838,117 ) $ (1,171 )

Warrants Terms

Warrants Terms	6 Months Ended
	Dec. 31, 2022
Warrants Terms [Abstract]
Warrants Terms	Note 12. Warrants Terms 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

Share Capital and Share Premium

Share Capital and Share Premium	6 Months Ended
	Dec. 31, 2022
Share Capital and Share Premium [Abstract]
Share capital and share premium	Note 13. Share capital and share premium As of December 31, 2022, the share capital stock and share premium amounts to $66,862,670. As of June 30, 2022 the share capital stock and share premium amounts to $7,600,000.

Other Operating Expenses

Other Operating Expenses	6 Months Ended
	Dec. 31, 2022
Other operating expenses [abstract]
Other operating expenses	Note 14. Other operating expenses As of As of Transaction Expenses (i) 4,469,987 — Miscellaneous Expenses 21,057 14,371 Other operating expenses $ 4,491,044 $ 14,371 (i)

Net Loss per Share

Net Loss per Share	6 Months Ended
	Dec. 31, 2022
Net loss per share [abstract]
Net loss per share	Note 15. Net loss per share The following table presents the calculation of basic and diluted loss per ordinary share for the periods ended on December 31, 2022 and December 31, 2021 as follows: Loss attributable to ordinary shareholders (basic and diluted) Numerator December 31, December 31, Loss for the period, attributable to the owners of the Group (48,682,274 ) (1,841,207 ) Loss attributable to the ordinary shareholders (48,682,274 ) (1,841,207 ) Weighted-average number of ordinary shares (basic and diluted) Denominator December 31, December 31, Weighted-average number of ordinary shares 31,072,892 31,000,000 Net loss attributable to ordinary shareholders per share December 31, December 31, Basic and Diluted (1.57 ) (0.06 ) For the period ended December 31, 2022 and December 31, 2021 diluted earning per share (“EPS”) was the same as basic EPS as the effect of potential ordinary shares would be antidilutive.

Related Parties

Related Parties	6 Months Ended
	Dec. 31, 2022
Related Parties [abstract]
Related parties	Note 16. 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: Other Related Party Transactions In USD ($) December 31, 2022 December 31, 2021 Short-term employee benefits — 63,867 Share based payment 77,279 703,326 In USD ($) Note Transaction Transaction Share based payment Key management 16 77,279 703,326 CFO Shares Alloted 1 (iv) (364,014 ) Expenses Paid on Behalf of the Company Parent of BG Farming Technologies – Bioceres S.A. (i) 222,785 270,084 100% Subsidiary of Bioceres S.A. – Bioceres LLC (i) — 156,760 Services Provided by Other Companies 30% owned by Bioceres S.A. – INMET S.A. – Ingenieria (ii) — 94,500 98.6% owned by Bioceres S.A. – INDEAR S.A. – Instituto de Agrobiotecnología Rosario (iii) — 107,783 Founded and operated by the Company’s CPO – Future Foods B.V. 14,011 58,080 Other Related Party Balances In USD ($) Note Balance Balance 100% Subsidiary of Bioceres S.A. – Bioceres LLC (608,293 ) (385,508 ) Moolec S.A. Shareholders 8,070,000 — Union Group Ventures Limited (677,000 ) — (i) (ii) (iii) (iv)

Share Based Payment

Share Based Payment	6 Months Ended
	Dec. 31, 2022
Share Based Payment [Abstract]
Share based payment	Note 17. Share based payment As of December 31, 2022, Moolec had the following shared -based Share option plan for executives and senior management: Group 1 granted up to 909,000 underlying ordinary shares. The options have an exercise price of £0.74 and expire in December 2030 (except one case in June 2031). Group 2 granted up to 544,000 underlying ordinary shares. The options have an exercise price of the higher of £0.74 or the valuation of a Share achieved at the next equity funding round following the date of this Agreement, subject to a 20% Discount and expires in December 2030. The fair value is defined as the actuarial expected value of the future benefits under the Plan calculated at the date in which benefits are granted and it is estimated using the option valuation method known as ‘binomial trees’. The estimate considers the effects of rotation, the vesting schedule and the possible dilutive effect of the future exercise of options. Factor Group 1 Group 2 Fair value of shares $1.00 $1.00 Exercise price $1.00 higher of Expected volatility 70% 70% Dividend rate — — Reference risk-free interest rate 3.00% 3.00% Plan duration 10.00 10.00 Fair value of stock options at measurement date 0.67 0.18 There are no market -related -vesting Moolec 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 December 31, 2022. December 31, 2022 Group 1 Group 2 Number of options Exercise price Number of options Exercise price At the beginning 909,000 £ 0.74 544,000 Higher of Granted during the period — — — — Annulled during the period — — — — Exercised during the period — — — — Expired during the period — — — — At the ending 909,000 £ 0.74 544,000 Higher of $1.00; and 80% of valuation The charge of the plans based on options recognized during the period was $77,279.

Simple Agreement for Future Equ

Simple Agreement for Future Equity (SAFE)	6 Months Ended
	Dec. 31, 2022
Simple Agreement for Future Equity [Abstract]
Simple Agreement for Future Equity (SAFE)	Note 18. Simple Agreement for Future Equity (“SAFE”) The Company signed two simple agreements for future equity (referred to as “SAFE” or “SAFEs” in plural), in exchange for the payment by certain investors of the amounts detailed below on or about December 28, 2021. Both SAFEs were signed with two different investors and for the following amounts: One SAFE was signed with THEO 1 SCSp for the amount of $1,500,000, from which $1,000,000 was received on January 5, 2022 and $500,000 were received on June 30, 2022. The other SAFE was signed with SERENITY TRADERS LDT. for the amount of $500,000, fully received on January 6, 2022. Both SAFEs give the investors, in exchange for the payment of the mentioned amounts, the right to a variable number of shares on the Company’s Share Capital subject to the occurrence of a qualified event or a twelve months maturity, whatever happens before, and in the case of a qualified event, specifically the shares of the series of equity securities issued to the investors investing new money in the Company in connection with the closing. These qualified events are defined as Equity Financing of not less than $20,000,000, Change of Control, a Direct Listing, an Initial Public Offering or a De -SPAC As of December 31, 2022, the De -SPAC The following table presents the changes in Level 3 financial instruments as of December 31, 2022: Balance as of June 30, 2022 $ 2,860,000 Results on the change of Fair Value of the SAFE (i) 313,346 SAFE Capitalization (3,173,346 ) Balance as of December 31, 2022 $ — (i)

Events after the Reporting Peri

Events after the Reporting Period	6 Months Ended
	Dec. 31, 2022
Events after the Reporting Period [Abstract]
Events after the reporting period	Note 19. Events after the reporting period Management has considered subsequent events through March 30, 2023, which was the date in which these unaudited interim condensed consolidated financial statements were issued. As of February 7, 2023, a partly owned company (50%) was incorporated in Spain, under the name of Microo Food Ingredients S.L. as part of the Joint Venture agreement signed with INVIM CORPORATIVO S.L. (Grupo Insud) on May 24, 2022 to produce animal -free

Subsidiaries (Tables)

Subsidiaries (Tables)	6 Months Ended
	Dec. 31, 2022
Subsidiaries [Abstract]
Schedule of consolidated financial statements, and holds a majority share of the voting rights	Name Principal activities Country of incorporation and principal place of business % Equity interest as of December 31, 2022 Moolec Science Limited Investment in subsidiaries United Kingdom 100.00 % LightJump Acquisition Corporation Investment in subsidiaries USA 100.00 %

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Dec. 31, 2022
Intangible Assets [Abstract]
Schedule of Intangible Assets	As of June 30, 2022 Gamma SPC ® Total Cost 3,000,000 1,598,930 4,598,930 Accumulated Amortization — — — Net book amount $ 3,000,000 $ 1,598,930 $ 4,598,930 Six months ended December 31, 2022 Opening net book amount 3,000,000 1,598,930 4,598,930 Additions 45,456 20,948 66,404 Amortization — — — Closing net book amount $ 3,045,456 $ 1,619,878 $ 4,665,334 As of December 31, 2022 Cost 3,045,456 1,619,878 4,665,334 Accumulated Amortization — — — Net book amount $ 3,045,456 $ 1,619,878 $ 4,665,334

Fixed Assets (Tables)

Fixed Assets (Tables)	6 Months Ended
	Dec. 31, 2022
Fixed Assets [Abstract]
Schedule of fixed assets	As of June 30, 2022 Chymosin Cost 10,617 Accumulated Depreciation (1,699 ) Net book amount $ 8,918 Six months ended December 31, 2022 Opening net book amount 8,918 Depreciation (849 ) Closing net book amount $ 8,069 As of December 31, 2022 Cost 10,617 Accumulated Depreciation (2,548 ) Net book amount $ 8,069

Other Non-Current Receivables (

Other Non-Current Receivables (Tables)	6 Months Ended
	Dec. 31, 2022
Other Non-Current Receivables [Abstract]
Schedule of other non-current receivables	As of As of Receivables with shareholders 8,070,000 — Total Other Non-Current receivables $ 8,070,000 $ —

Cash and Cash Equivalents (Tabl

Cash and Cash Equivalents (Tables)	6 Months Ended
	Dec. 31, 2022
Cash and cash equivalents [abstract]
Schedule of cash and cash equivalents	As of December 31, 2022 As of Bank accounts 10,429,258 1,081,808 Total cash and cash equivalents $ 10,429,258 $ 1,081,808

Accounts Payable (Tables)

Accounts Payable (Tables)	6 Months Ended
	Dec. 31, 2022
Accounts Payable [abstract]
Schedule of accounts payable	As of December 31, 2022 As of Transaction expenses payable (7,501,301 ) — Accounts payable with related parties (608,293 ) (385,508 ) Accruals (468,908 ) (676,578 ) Other accounts payable (195,424 ) (164,127 ) Accounts payable $ (8,773,926 ) $ (1,226,213 )

Other Current Liabilities (Tabl

Other Current Liabilities (Tables)	6 Months Ended
	Dec. 31, 2022
Other Current Liabilities [Abstract]
Schedule of other current liabilities	As of December 31, 2022 As of Related parties (677,000 ) — Loans (160,000 ) — Pay As You Earn (PAYE) (1,117 ) (1,171 ) Other current Liabilities $ (838,117 ) $ (1,171 )

Other Operating Expenses (Table

Other Operating Expenses (Tables)	6 Months Ended
	Dec. 31, 2022
Other operating expenses [abstract]
Schedule of other operating expenses	As of As of Transaction Expenses (i) 4,469,987 — Miscellaneous Expenses 21,057 14,371 Other operating expenses $ 4,491,044 $ 14,371 (i)

Net Loss per Share (Tables)

Net Loss per Share (Tables)	6 Months Ended
	Dec. 31, 2022
Net loss per share [abstract]
Schedule of net loss per share	Numerator December 31, December 31, Loss for the period, attributable to the owners of the Group (48,682,274 ) (1,841,207 ) Loss attributable to the ordinary shareholders (48,682,274 ) (1,841,207 ) Denominator December 31, December 31, Weighted-average number of ordinary shares 31,072,892 31,000,000 Net loss attributable to ordinary shareholders per share December 31, December 31, Basic and Diluted (1.57 ) (0.06 )

Related Parties (Tables)

Related Parties (Tables)	6 Months Ended
	Dec. 31, 2022
Related Parties [abstract]
Schedule of other related party transactions	In USD ($) December 31, 2022 December 31, 2021 Short-term employee benefits — 63,867 Share based payment 77,279 703,326
Schedule of share based payment	In USD ($) Note Transaction Transaction Share based payment Key management 16 77,279 703,326 CFO Shares Alloted 1 (iv) (364,014 ) Expenses Paid on Behalf of the Company Parent of BG Farming Technologies – Bioceres S.A. (i) 222,785 270,084 100% Subsidiary of Bioceres S.A. – Bioceres LLC (i) — 156,760 Services Provided by Other Companies 30% owned by Bioceres S.A. – INMET S.A. – Ingenieria (ii) — 94,500 98.6% owned by Bioceres S.A. – INDEAR S.A. – Instituto de Agrobiotecnología Rosario (iii) — 107,783 Founded and operated by the Company’s CPO – Future Foods B.V. 14,011 58,080 (i) (ii) (iii) (iv)
Schedule of other related party balances	In USD ($) Note Balance Balance 100% Subsidiary of Bioceres S.A. – Bioceres LLC (608,293 ) (385,508 ) Moolec S.A. Shareholders 8,070,000 — Union Group Ventures Limited (677,000 ) —

Share Based Payment (Tables)

Share Based Payment (Tables)	6 Months Ended
	Dec. 31, 2022
Share Based Payment [Abstract]
Schedule of the following table shows the amount and exercise price and the movements of the stock options of executives and managers	Factor Group 1 Group 2 Fair value of shares $1.00 $1.00 Exercise price $1.00 higher of Expected volatility 70% 70% Dividend rate — — Reference risk-free interest rate 3.00% 3.00% Plan duration 10.00 10.00 Fair value of stock options at measurement date 0.67 0.18
Schedule of the following table shows the amount and exercise price and the movements of the stock options of executives and managers	December 31, 2022 Group 1 Group 2 Number of options Exercise price Number of options Exercise price At the beginning 909,000 £ 0.74 544,000 Higher of Granted during the period — — — — Annulled during the period — — — — Exercised during the period — — — — Expired during the period — — — — At the ending 909,000 £ 0.74 544,000 Higher of $1.00; and 80% of valuation

Simple Agreement for Future E_2

Simple Agreement for Future Equity (SAFE) (Tables)	6 Months Ended
	Dec. 31, 2022
Simple Agreement for Future Equity [Abstract]
Schedule of changes in Level 3 financial instruments	Balance as of June 30, 2022 $ 2,860,000 Results on the change of Fair Value of the SAFE (i) 313,346 SAFE Capitalization (3,173,346 ) Balance as of December 31, 2022 $ — (i)

General information (Details)

General information (Details) - USD ($)	1 Months Ended	6 Months Ended
	Dec. 27, 2022	Dec. 31, 2022	Jan. 03, 2023
General information (Details) [Line Items]
Ordinary Shares (in Shares)		32,500,000
Par value (in Dollars per share)		$ 0.01
Per share (in Dollars per share)		$ 0.01
Common stock exercised (in Shares)	2,572,848
Redemption price (in Dollars per share)	$ 10.23
Aggregate redemption	$ 26,300,000
Trust account	$ 1,988,975
Cash		$ 1,100,000
Sponsor shares (in Shares)		200,276
Contributed amount		$ 4,005,520
Share based payment cost		42,705,061
Working capital		$ 845,409
Payable			$ 1,500,000
Moolec SAFE [Member]
General information (Details) [Line Items]
Ordinary Shares (in Shares)		262,260
UGVL and Theo [Member]
General information (Details) [Line Items]
Ordinary Shares (in Shares)		400,552

Subsidiaries (Details) - Schedu

Subsidiaries (Details) - Schedule of consolidated financial statements, and holds a majority share of the voting rights	6 Months Ended
	Dec. 31, 2022
Moolec Science Limited [Member]
Subsidiaries (Details) - Schedule of consolidated financial statements, and holds a majority share of the voting rights [Line Items]
Principal activities	Investment in subsidiaries
Country of incorporation and principal place of business	United Kingdom
% Equity interest	100%
LightJump Acquisition Corporation [Member]
Subsidiaries (Details) - Schedule of consolidated financial statements, and holds a majority share of the voting rights [Line Items]
Principal activities	Investment in subsidiaries
Country of incorporation and principal place of business	USA
% Equity interest	100%

Intangible Assets (Details) - S

Intangible Assets (Details) - Schedule of Intangible Assets - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Jun. 30, 2022
Intangible Assets (Details) - Schedule of Intangible Assets [Line Items]
Cost		$ 4,665,334	$ 4,598,930
Accumulated Amortization
Closing net book amount	4,665,334	4,665,334	4,598,930
Opening net book amount	4,598,930
Additions	66,404
Gamma Linolenic Acid (“GLA”) assets and licensing rights to Arachidonic Acid (“ARA”) [Member]
Intangible Assets (Details) - Schedule of Intangible Assets [Line Items]
Cost		3,045,456	3,000,000
Accumulated Amortization
Closing net book amount	3,045,456	3,045,456	3,000,000
Opening net book amount	3,000,000
Additions	45,456
SPC® technology [Member]
Intangible Assets (Details) - Schedule of Intangible Assets [Line Items]
Cost		1,619,878	1,598,930
Accumulated Amortization
Closing net book amount	1,619,878	$ 1,619,878	$ 1,598,930
Opening net book amount	1,598,930
Additions	$ 20,948

Fixed Assets (Details) - Schedu

Fixed Assets (Details) - Schedule of fixed assets - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Jun. 30, 2022
Schedule Of Fixed Assets Abstract
Cost		$ 10,617	$ 10,617
Accumulated Depreciation	$ (849)	(2,548)	(1,699)
Closing net book amount	8,069	$ 8,069	$ 8,918
Opening net book amount	$ 8,918

Other Non-Current Receivables_2

Other Non-Current Receivables (Details) - USD ($)	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Other Non-Current Receivables (Details) [Line Items]
Ordinary share issued agreement	Moolec issued an aggregate number of Moolec ordinary shares equal to 2,354,069 (or 1,500,000 of Moolec Science shares after the transaction) to current individual shareholders of Bioceres S.A. and Bioceres Group PLC
Aggregate purchase price	$ 1,988,975
Purchase payment term	5 years
Subscription Agreements [Member]
Other Non-Current Receivables (Details) [Line Items]
Aggregate ordinary shares	2,354,069
Aggregate purchase price	$ 15,000,000

Other Non-Current Receivables_3

Other Non-Current Receivables (Details) - Schedule of other non-current receivables - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Schedule Of Other Non Current Receivables Abstract
Receivables with shareholders	$ 8,070,000
Total Other Non-Current receivables	$ 8,070,000

Cash and Cash Equivalents (Deta

Cash and Cash Equivalents (Details)	6 Months Ended
	Dec. 31, 2022
Cash and cash equivalents [abstract]
Bank deposit percentage	40%

Cash and Cash Equivalents (De_2

Cash and Cash Equivalents (Details) - Schedule of cash and cash equivalents - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Schedule Of Cash And Cash Equivalents Abstract
Bank accounts	$ 10,429,258	$ 1,081,808
Total cash and cash equivalents	$ 10,429,258	$ 1,081,808

Accounts Payable (Details) - Sc

Accounts Payable (Details) - Schedule of accounts payable - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Schedule Of Accounts Payable Abstract
Transaction expenses payable	$ (7,501,301)
Accounts payable with related parties	(608,293)	(385,508)
Accruals	(468,908)	(676,578)
Other accounts payable	(195,424)	(164,127)
Accounts payable	$ (8,773,926)	$ (1,226,213)

Other Current Liabilities (Deta

Other Current Liabilities (Details) - Schedule of other current liabilities - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Schedule of other current liabilities [Abstract]
Related parties	$ (677,000)
Loans	(160,000)
Pay As You Earn (PAYE)	(1,117)	(1,171)
Other current Liabilities	$ (838,117)	$ (1,171)

Warrants Terms (Details)

Warrants Terms (Details)	6 Months Ended
	Dec. 31, 2022 $ / shares shares
Warrants Terms [Abstract]
Aggregate shares | shares	11,110,000
Exercise price | $ / shares	$ 11.5
Warrants description	(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.

Share Capital and Share Premi_2

Share Capital and Share Premium (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Share Capital and Share Premium [Abstract]
Share capital stock and share premium amounts	$ 66,862,670	$ 7,600,000

Other Operating Expenses (Detai

Other Operating Expenses (Details) - Schedule of other operating expenses - USD ($)		6 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
Schedule Of Other Operating Expenses [Abstract]
Transaction Expenses	[1]	$ 4,469,987
Miscellaneous Expenses		21,057	14,371
Other operating expenses		$ 4,491,044	$ 14,371
[1]The transaction expenses were adjusted by the capitalization of the cost specifically attributable to the issue of new shares (using a criteria based on the percentage of shares issued) recognized in share premium.

Net Loss per Share (Details) -

Net Loss per Share (Details) - Schedule of net loss per share - USD ($)	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Net Loss Per Share [Abstract]
Loss for the period, attributable to the owners of the Group	$ (48,682,274)	$ (1,841,207)
Loss attributable to the ordinary shareholders	$ (48,682,274)	$ (1,841,207)
Weighted-average number of ordinary shares (in Shares)	31,072,892	31,000,000
Basic (in Dollars per share)	$ (1.57)	$ (0.06)

Net Loss per Share (Details) _2

Net Loss per Share (Details) - Schedule of net loss per share (Parentheticals) - $ / shares	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Net Loss Per Share [Abstract]
Diluted	$ (1.57)	$ (0.06)

Related Parties (Details) - Sch

Related Parties (Details) - Schedule of other related party transactions - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Other Related Party Transactions [Abstract]
Short-term employee benefits		$ 63,867
Share based payment	$ 77,279	$ 703,326

Related Parties (Details) - S_2

Related Parties (Details) - Schedule of share based payment - USD ($)		6 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
Share based payment
Key management		$ 77,279	$ 703,326
CFO Shares Alloted	[1]	(364,014)
Expenses Paid on Behalf of the Company
Parent of BG Farming Technologies – Bioceres S.A.	[2]	222,785	270,084
Subsidiary of Bioceres S.A. – Bioceres LLC	[2]		156,760
Services Provided by Other Companies
Founded and operated by the Company’s CPO – Future Foods B.V.		14,011	58,080
Bioceres S.A. – INMET S.A. – Ingenieria Metabolica S.A [Member]
Services Provided by Other Companies
Services Provided by Other Companies	[3]		94,500
Bioceres S.A. – INDEAR S.A. – Instituto de Agrobiotecnología Rosario [Member]
Services Provided by Other Companies
Services Provided by Other Companies	[4]		$ 107,783
[1]Shares issue related to share based payment already vested in prior periods.[2]While the Company initiated operations on its own bank account, the expenses were paid by Bioceres S.A. and Bioceres LLC on behalf of the Company.[3]The Company entered into an agreement with INMET S.A. — Ingenieria Metabolica S.A where it would receive research services in exchange for payment.[4]The Company entered into an agreement with INDEAR S.A. — Instituto de Agrobiotecnologia Rosario where it would receive research services in exchange for payment.

Related Parties (Details) - S_3

Related Parties (Details) - Schedule of share based payment (Parentheticals)	6 Months Ended
	Dec. 31, 2022
Related Parties (Details) - Schedule of share based payment (Parentheticals) [Line Items]
Subsidiary percentage	100%
Bioceres S.A. – INMET S.A. – Ingenieria Metabolica S.A [Member]
Related Parties (Details) - Schedule of share based payment (Parentheticals) [Line Items]
Owned percentage	30%
Bioceres S.A. – INDEAR S.A. – Instituto de Agrobiotecnología Rosario [Member]
Related Parties (Details) - Schedule of share based payment (Parentheticals) [Line Items]
Owned percentage	98.60%

Related Parties (Details) - S_4

Related Parties (Details) - Schedule of other related party balances - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Bioceres S.A. – Bioceres LLC [Member]
Related Parties (Details) - Schedule of other related party balances [Line Items]
Other related party balances	$ (608,293)	$ (385,508)
Moolec S.A. Shareholders [Member]
Related Parties (Details) - Schedule of other related party balances [Line Items]
Other related party balances	8,070,000
Union Group Ventures Limited [Member]
Related Parties (Details) - Schedule of other related party balances [Line Items]
Other related party balances	$ (677,000)

Related Parties (Details) - S_5

Related Parties (Details) - Schedule of other related party balances (Parentheticals)	6 Months Ended
	Dec. 31, 2022
Bioceres S.A. – Bioceres LLC [Member]
Related Parties (Details) - Schedule of other related party balances (Parentheticals) [Line Items]
Subsidiary percentage	100%

Share Based Payment (Details)

Share Based Payment (Details)	6 Months Ended
	Dec. 31, 2022 USD ($) shares	Dec. 31, 2022 € / shares
Share Based Payment (Details) [Line Items]
Discount percentage	20%	20%
Constant value percentage	2%
Options recognized amount | $	$ 77,279
Group 1 [Member]
Share Based Payment (Details) [Line Items]
Ordinary shares | shares	909,000
Exercise price | € / shares		€ 0.74
Group 2 [Member]
Share Based Payment (Details) [Line Items]
Ordinary shares | shares	544,000
Exercise price | € / shares		€ 0.74

Share Based Payment (Details) -

Share Based Payment (Details) - Schedule of estimate considers the effects of rotation, the vesting schedule and the possible dilutive effect of the future exercise of options	6 Months Ended
	Dec. 31, 2022 $ / shares
Group 1 [Member]
Share Based Payment (Details) - Schedule of estimate considers the effects of rotation, the vesting schedule and the possible dilutive effect of the future exercise of options [Line Items]
Fair value of shares (in Dollars per share)	$ 1
Exercise price	$1.00
Expected volatility	70%
Dividend rate
Reference risk-free interest rate	3%
Plan duration	10 years
Fair value of stock options at measurement date	8 months 1 day
Group 2 [Member]
Share Based Payment (Details) - Schedule of estimate considers the effects of rotation, the vesting schedule and the possible dilutive effect of the future exercise of options [Line Items]
Fair value of shares (in Dollars per share)	$ 1
Exercise price	higher of $1.00; and 80% of valuation of a share achieved at the next equity funding.
Expected volatility	70%
Dividend rate
Reference risk-free interest rate	3%
Plan duration	10 years
Fair value of stock options at measurement date	2 months 4 days

Share Based Payment (Details)_2

Share Based Payment (Details) - Schedule of the following table shows the amount and exercise price and the movements of the stock options of executives and managers - 6 months ended Dec. 31, 2022	USD ($) shares	€ / shares
Group 1 [Member]
Share Based Payment (Details) - Schedule of the following table shows the amount and exercise price and the movements of the stock options of executives and managers [Line Items]
Number of options, At the beginning	909,000
Exercise price, At the beginning (in Euro per share) | € / shares		€ 0.74
Number of options, Granted during the period
Exercise price, Granted during the period (in Euro per share) | € / shares
Number of options, Annulled during the period
Exercise price, Annulled during the period (in Euro per share) | € / shares
Number of options, Exercised during the period
Exercise price, Exercised during the period (in Euro per share) | € / shares
Number of options, Expired during the period
Exercise price, Expired during the period (in Euro per share) | € / shares
Number of options, At the ending	909,000
Exercise price, At the ending (in Euro per share) | € / shares		€ 0.74
Group 2 [Member]
Share Based Payment (Details) - Schedule of the following table shows the amount and exercise price and the movements of the stock options of executives and managers [Line Items]
Number of options, At the beginning	544,000
Exercise price, At the beginning	Higher of $1.00; and 80% of valuation of a share achieved at the next equity funding
Number of options, Granted during the period
Granted during the period (in Dollars) | $
Number of options, Annulled during the period
Annulled during the period (in Dollars) | $
Number of options, Exercised during the period
Exercised during the period
Number of options, Expired during the period
Expired during the period (in Dollars) | $
Number of options, At the ending	544,000
Exercise price, At the ending	Higher of $1.00; and 80% of valuation of a share achieved at the next equity funding

Simple Agreement for Future E_3

Simple Agreement for Future Equity (SAFE) (Details) - USD ($)	6 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Jan. 06, 2022	Jan. 05, 2022
Simple Agreement for Future Equity [Abstract]
Collateralized agreement	$ 1,500,000	$ 500,000	$ 500,000	$ 1,000,000
Equity financing	$ 20,000,000
Converted shares (in Shares)	262,260
Purchase price (in Dollars per share)	$ 12.1
Purchase price total	$ 3,173,346

Simple Agreement for Future E_4

Simple Agreement for Future Equity (SAFE) (Details) - Schedule of changes in Level 3 financial instruments	6 Months Ended
	Dec. 31, 2022 USD ($)
Schedule Of Changes In Level 3 Financial Instruments {Abstract}
Balance as of June 30, 2022	$ 2,860,000
Results on the change of Fair Value of the SAFE	313,346	[1]
SAFE Capitalization	(3,173,346)
Balance as of December 31, 2022
[1]The result due to the change in the fair value of the SAFE was included in Financial Income/Expenses.

Events after the Reporting Pe_2

Events after the Reporting Period (Details) - EUR (€)	Feb. 07, 2023	Dec. 01, 2022
Events after the Reporting Period (Details) [Line Items]
Capital integration		€ 1,500
Non-adjusting events after reporting period [Member]
Events after the Reporting Period (Details) [Line Items]
Incorporated percentage	50%