Document And Entity Information
Document And Entity Information | 12 Months Ended |
Jun. 30, 2023 shares | |
Document Information Line Items | |
Entity Registrant Name | Moolec Science SA |
Trading Symbol | MLEC |
Document Type | 20-F |
Current Fiscal Year End Date | --06-30 |
Entity Common Stock, Shares Outstanding | 37,563,768 |
Amendment Flag | false |
Entity Central Index Key | 0001937737 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Jun. 30, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-41586 |
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 |
Entity Address, Postal Zip Code | B268440 |
Title of 12(b) Security | Ordinary Shares, with nominal value of US$0.01 per share |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | International Financial Reporting Standards |
Auditor Firm ID | 1349 |
Auditor Name | Sebastian Azagra |
Auditor Location | Rosario, Argentina |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 17, Boulevard F. W. |
Entity Address, Address Line Two | RaiffeisenL-2411 Luxembourg |
Entity Address, City or Town | Grand Duchy of Luxembourg |
Entity Address, Country | LU |
Entity Address, Postal Zip Code | B268440 |
Contact Personnel Name | Florencia Bottero |
Contact Personnel Email Address | legal@moolecscience.com |
City Area Code | +54 |
Local Phone Number | 341 486 1100 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Continuing operations | ||||
Revenue | $ 905,049 | |||
Cost of sales | (1,048,354) | |||
Research and development expense | (179,061) | (601,942) | (1,351,217) | (985,158) |
Marketing expense | (10,938) | (80,221) | (256,421) | (105,060) |
Administrative expense | (127,886) | (820,946) | (4,808,655) | (2,523,230) |
Other operating expense | (2,639) | (93,252) | (94,207) | (38,985) |
Loss from operations | (320,524) | (1,596,361) | (6,653,805) | (3,652,433) |
Share of loss from associate | (390,453) | |||
Financial Cost | (160,035) | (2,130) | ||
Other financial results | 1,030,525 | (872,342) | ||
Transaction expenses | (3,535,046) | |||
Share based payment cost of listing shares | (42,705,061) | |||
Net loss before Income tax | (320,524) | (1,986,814) | (52,023,422) | (4,526,905) |
Income tax benefit | 234,542 | |||
Net loss of the year | $ (320,524) | $ (1,986,814) | $ (51,788,880) | $ (4,526,905) |
Basic and diluted loss per share (in Dollars per share) | $ (0.01) | $ (0.07) | $ (1.5) | $ (0.15) |
Other comprehensive income/loss | ||||
Net loss of the year | $ (320,524) | $ (1,986,814) | $ (51,788,880) | $ (4,526,905) |
Foreign exchange differences on translation of foreign operations | 18,112 | |||
Total other comprehensive income/(loss) | 18,112 | |||
Total comprehensive loss for the year | $ (320,524) | $ (1,986,814) | $ (51,770,768) | $ (4,526,905) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parentheticals) - $ / shares | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Profit or loss [abstract] | ||||
Diluted loss per share | $ (0.01) | $ (0.07) | $ (1.50) | $ (0.15) |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Non- current assets | ||
Intangible Assets | $ 8,519,098 | $ 4,598,930 |
Fixed Assets | 1,142,082 | 8,918 |
Goodwill | 251,440 | |
Right-of-use of assets | 43,806 | |
Other Non-Current receivables | 8,763,027 | |
Total non-current assets | 18,719,453 | 4,607,848 |
Current assets | ||
Cash and cash equivalents | 2,527,673 | 1,081,808 |
Short-term investments | 306,034 | |
Trade receivables | 361,097 | |
Other receivables | 1,330,177 | |
Prepayments | 341,107 | 2,061 |
Inventories | 465,748 | |
Total current assets | 5,331,836 | 1,083,869 |
TOTAL ASSETS | 24,051,289 | 5,691,717 |
Equity | ||
Share capital | 375,641 | 310,000 |
Share premium | 66,996,982 | 7,290,000 |
Shares to be issued | 3,068 | |
Equity settled share-based payment | 1,335,253 | 838,576 |
Cumulative translation adjustment | 18,112 | |
Accumulated deficit | (58,623,123) | (6,834,243) |
Total equity | 10,105,933 | 1,604,333 |
Current liabilities | ||
Accounts payable | 7,479,614 | 1,226,213 |
Financial debts | 2,546,243 | |
Other current liabilities | 1,685,645 | 1,171 |
Warrants liabilities | 887,689 | |
Simply Agreement for Future Equity (“SAFE”) | 2,860,000 | |
Total current liabilities | 12,599,191 | 4,087,384 |
Non-current liabilities | ||
Financial debt | 99,046 | |
Other non-current liabilities | 175,312 | |
Deferred Tax Liability | 1,071,807 | |
Total non-current liabilities | 1,346,165 | |
TOTAL LIABILITIES | 13,945,356 | 4,087,384 |
TOTAL LIABILITIES AND EQUITY | $ 24,051,289 | $ 5,691,717 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Capital shares issued | Capital shares to be issued | Share Premium | Cumulative translation adjustment | Equity settled share based payment | Retained (deficit) | Total |
Balance at Aug. 20, 2020 | |||||||
Issue of share capital | 291,400 | 4,308,600 | 4,600,000 | ||||
Net loss of the year | (320,524) | ||||||
Total comprehensive (loss) | (320,524) | (320,524) | |||||
Balance at Dec. 31, 2020 | 291,400 | 4,308,600 | (320,524) | 4,279,476 | |||
Issue of share capital | 18,600 | 2,981,400 | 3,000,000 | ||||
Net loss of the year | (1,986,814) | ||||||
Total comprehensive (loss) | (1,986,814) | (1,986,814) | |||||
Balance at Jun. 30, 2021 | 310,000 | 7,290,000 | (2,307,338) | 5,292,662 | |||
Equity settled share-based payment | 838,576 | 838,576 | |||||
Net loss of the year | (4,526,905) | ||||||
Total comprehensive (loss) | (4,526,905) | (4,526,905) | |||||
Balance at Jun. 30, 2022 | 310,000 | 7,290,000 | 838,576 | (6,834,243) | 1,604,333 | ||
Issue of share capital | 36 | 10,647 | 10,683 | ||||
Equity settled share-based payment | 2,326 | 2,427 | 593,684 | 496,677 | 1,095,114 | ||
Issue of share capital (Moolec Science shares) | 15,000 | 8,105,000 | 8,120,000 | ||||
Issue of share capital (SAFE shares) | 2,623 | 3,170,723 | 3,173,346 | ||||
Issue of share capital (LightJump shares) | 33,639 | 39,610,630 | 39,644,269 | ||||
Issue of share capital (Backstop shares) | 12,017 | 7,999,023 | 8,011,040 | ||||
Exchange differences on translation of foreign operations | 18,112 | 18,112 | |||||
Business combination | 641 | 217,275 | 217,916 | ||||
Net loss of the year | (51,788,880) | (51,788,880) | |||||
Balance at Jun. 30, 2023 | $ 375,641 | $ 3,068 | $ 66,996,982 | $ 18,112 | $ 1,335,253 | $ (58,623,123) | $ 10,105,933 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||||
Loss for the year | $ (320,524) | $ (1,986,814) | $ (51,788,880) | $ (4,526,905) |
Adjustments to reconcile loss for the year to net cash flows | ||||
Deferred income tax | (234,542) | |||
Depreciation and amortization | 122,022 | 1,699 | ||
Employee share-based payment | 1,095,114 | 838,576 | ||
Share of loss from associate | 390,453 | |||
Change in fair value of Simply Agreement for Future Equity (“SAFE”) | 313,346 | 860,000 | ||
Share based payment cost of listing shares (non-cash item) | 42,705,061 | |||
Financial income / expenses | (1,452,876) | 14,472 | ||
Changes in working capital | ||||
Trade receivables | (44,126) | |||
Other receivables | (276,292) | |||
Receivables from related parties | (2,299,108) | 2,009,220 | ||
Prepayment | (358) | (339,046) | (1,703) | |
Inventories | 66,484 | |||
Accounts Payable | 19,632 | 568,026 | 1,485,151 | 926,711 |
Other liabilities | 837,231 | 1,171 | ||
Net cash (used in) / generated by operating activities | (2,600,000) | 980,527 | (7,511,353) | (1,885,979) |
Cash flows from investing activities | ||||
Additions of fixed assets | (14,824) | |||
Cash paid for acquisition of ValoraSoy net of the cash acquired | (1,930,883) | |||
Additions of Intangible assets | (164,362) | |||
Short term investment subscriptions | (2,572,783) | |||
Short-term investments withdrawals | 2,346,032 | |||
Net cash used in investing activities | (2,336,820) | |||
Cash flows from financing activities | ||||
Proceeds from issuance of share capital to UGVL and Theo (Backstop) | 8,011,040 | |||
Proceeds from issuance of share capital to SPAC public holders (Trust) | 1,988,975 | |||
Proceeds from financial debts | 2,171,830 | |||
Payment of loans | (876,769) | |||
Payment of loan interests | (24,098) | |||
Proceeds from the SAFE | 2,000,000 | |||
Proceeds from of issue of shares | 10,683 | |||
Proceeds from issue of share capital | 600,000 | |||
Proceeds from additional issue of ordinary shares | 2,000,000 | |||
Net cash generated from financing activities | 2,600,000 | 11,281,661 | 2,000,000 | |
Net increase in cash and cash equivalents | 980,527 | 1,433,488 | 114,021 | |
Cash and cash equivalents at beginning of the year/period | 1,081,808 | 980,527 | ||
Effect of exchange rate changes on cash and equivalents | 12,377 | (12,740) | ||
Cash and cash equivalents at end of the year/period | 980,527 | 2,527,673 | 1,081,808 | |
Non-cash financing activities | ||||
Issue of Share Capital and Share Premium of New Shareholders through other non current receivables | 8,120,000 | |||
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 | |||
Acquisition of Business Combination trough deferred payment | 488,431 | |||
Acquisition of Business Combination trough deferred payment in kind | 217,916 | |||
Acquisition of non-current assets by the issuance of ordinary shares | $ 2,000,000 | $ 3,000,000 |
General Information
General Information | 12 Months Ended |
Jun. 30, 2023 | |
General Information [Abstract] | |
General information | 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. 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” or “Moolec Science Limited”, a private limited company incorporated under the laws of England and Wales), the Company, and Moolec Acquisition, Inc. (“Merger Sub”, a Delaware corporation) (referred together with Moolec Science SA as “the Group”), as amended by the Business Combination Agreement dated as of November 18, 2022. Pursuant to the Business Combination Agreement and related agreements: ● all the issued Moolec Ordinary Shares held by Moolec Shareholders were transferred and contributed in kind to the Company, and were issued, in accordance with the Exchange Ratio (1:0.6370485) (except that the Ordinary Shares to be reduced by the number of Ordinary Shares already held by Moolec Shareholders immediately prior to the transactions contemplated in the Business Combination Agreement (“Exchange”), being a total of 32,500,000 Ordinary Shares; ● each Moolec SAFE Holder contributed all of its rights and obligations under each Original SAFE to the Company in consideration for the issuance by the Company of a simple agreement for future equity on substantially identical terms (mutatis mutandis) with such adjustments as required under Luxembourg law; ● each Moolec Shareholder ceased to be the beneficial holder of such Moolec Ordinary Shares and subject to the submission of all filings required under Law (including any filings required to pay stamp duties), the Company was recorded as the registered holder of all Ordinary Shares so exchanged and transferred and is the legal and beneficial owner thereof; ● immediately prior to the Merger but after the Exchange, each Moolec SAFE Holder subscribed for, received and became holder of Ordinary Shares, in accordance with the respective Moolec SAFE, which included 262,260 Ordinary Shares; and ● SPAC caused the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL in order to effectuate the Merger. The Merger became effective on December 30, 2022. At the Merger and without any further action on the part of SPAC, Merger Sub, the Company or Moolec or the holders thereunder: ● each SPAC Common Stock issued and outstanding immediately prior to the Merger, excluding those that had been redeemed subject to any redemption rights, were exchanged with the Company, against the issue by the Company of new Ordinary Shares, under the authorized share capital of the Company and subscribed by the contributing holders of SPAC Common Stock for one validly issued and fully paid Ordinary Share, delivered by the Company; ● as a result of the Merger, all SPAC Common Stock ceased to be outstanding, was canceled and ceased to exist; ● each share of common stock, par value $0.01 of Merger Sub issued and outstanding immediately prior to the Merger Effective Time was converted and exchanged for one (1) validly issued, fully paid and nonassessable ordinary share, par value $0.01 per share of the Company; and ● each SPAC Warrant that was outstanding immediately prior to the Merger, pursuant to the SPAC Warrant Agreement, ceased to represent a right to acquire one SPAC Common Stock and was converted in accordance with the terms of such SPAC Warrant Agreement, at the Merger, into a right to acquire one Ordinary Share of the Company on substantially the same terms as were in effect immediately prior to the Time under the terms of the SPAC Warrant Agreement. Following the Merger: ● Moolec’s CFO was freely allotted the shares to satisfy the requirements under the CFO Consulting Agreement. 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 shares of SPAC Common Stock for cash at a redemption price of approximately $10.23 per share, for an aggregate redemption amount of approximately $ 26.3 million. 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. 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 subsidiaries of the Company and Moolec shareholders and SPAC shareholders became holders of issued Company Ordinary Shares of Moolec Science S.A. In accordance with IFRS 2, for the excess of the fair value of shares deemed to have been issued by Moolec over the fair value of LightJump’s identifiable net assets at the date of the Company Reorganization, the Company recognized $ 42,705,061 as listing costs included in line item “Share based payment cost of listing shares” as an expense in the Statements of Operations, being a non-cash item. Negative working capital As of June 30, 2023, the Company has a negative working capital of $7,427,356 increased mainly by reorganization expenses pending to be paid and a temporary mismatch between account payables together with financial debt and account receivables. However, as part of the continuous efforts of management to strengthen the financial situation of the Company, as of October 15, 2023, the Company has entered into an agreement to issue a convertible note due 2026 to Grupo Insud (“Insud”). As a consequence of the cash inflow related to the convertible note, the Group concludes it will, for the foreseeable future, be able to realize its assets and discharge its liabilities in the normal course of operations. See note 31. Events after the reporting period. |
Business Combination
Business Combination | 12 Months Ended |
Jun. 30, 2023 | |
Business Combination [Abstract] | |
Business combination | Note 2. Business combination Summary of ValoraSoy acquisition On April 24, 2023 (the “Closing Date”), the Company completed the acquisition of ValoraSoy S.A. (“ValoraSoy Food Ingredients”) from the sellers in accordance with the share purchase agreement (“ValoraSoy SPA”) by and among the Company and the sellers (the “ValoraSoy Acquisition”). As a result of the ValoraSoy Acquisition, the Company acquired all of the issued and outstanding equity securities of ValoraSoy Food Ingredients from the sellers, and ValoraSoy Food Ingredients became a wholly owned subsidiary of the Company for total aggregate consideration of $2.6 million, in a combination of cash ($2.4 million of which $1.9 million were an immediate cash payment and $0.5 million will be paid in 6 months from the Closing Date) and equity (64,093 shares equivalent to $0.2 million which will be transferred in 12 months from the Closing Date). The acquisition agreement also included a contingent payment in a fixed amount of equity amounting to 384,558 shares equivalent to $1.7 million, which was determined to be a remuneration agreement for future services (the “earn-out”) and consequently it was excluded from the consideration and will be recognized as an expense over the required service period. The contingent payment is payable in shares over a three-year period from 2024 to 2026 and subject to the achievement of certain EBITDA targets, as defined in the ValoraSoy SPA. Such payment is automatically forfeited on termination of employment. ValoraSoy Food Ingredients has more than 10 years of experience, specializes in the production of textured soy proteins and has a long history providing high-quality products and customized solutions to clients in more than 14 countries in 3 different continents. Its products are manufactured using various extrusion processes obtaining as a result vegetable proteins with texture and fibrousness similar to those of meat with various applications such as hamburgers, sausages and other meat extenders and plant-based products. This demo center is a state-of-the-art processing facility located in the Argentine soybean corridor, which helps maximize raw material origination, with an installed crushing capacity of 10 thousand tons of soybean per year. Details of the purchase consideration, the net assets acquired and goodwill are as follows: Purchase consideration: Cash paid 1,931,112 Deferred Payment after 6 months 488,431 Payment in kind after 12 months 217,916 Total purchase consideration $ 2,637,458 The assets and liabilities recognised as a result of the acquisition are as follows: Fair Value Cash and Banks 228 Accounts Receivable 316,972 Other Receivable 1,044,808 Inventory 532,231 Property, Plant, and Equipment 1,138,026 Intangible Assets 3,824,054 Right-of-use of assets 43,507 Accounts Payable (1,384,980 ) Current Financial Debt (1,176,089 ) Current Other Liabilities (356,757 ) Non-current Financial Debt (119,464 ) Non-current Other Liabilities (177,367 ) Deferred Tax Liability (1,297,436 ) Net identifiable assets acquired $ 2,387,733 Goodwill recognized (i) 249,725 Net assets acquired $ 2,637,458 (i) The goodwill is attributable to the expected future synergies from combining operations as well as an assembled workforce, which does not qualify for separate recognition. The Company expects that the ValoraSoy Acquisition will help to accelerate its growth in the food ingredients industry by expanding its commercial network with a top-notch sales team and complementing its Molecular Farming Platform with industrial capacity and downstream operations, in addition to adding a highly experienced team of professionals. It will not be deductible for tax purposes. The pro-forma revenue of the combined entity for the year ended June 30, 2023 as though the date for the merger had been as of the beginning of the reporting period amounts to $5,043,956. |
Accounting Standards and Basis
Accounting Standards and Basis of Preparation | 12 Months Ended |
Jun. 30, 2023 | |
Accounting standards and Basis of preparation [Abstract] | |
Accounting standards and Basis of preparation | Note 3. Accounting standards and basis of preparation Note 3.1. Compliance with IFRS These Consolidated Financial Statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS. The financial statements comply with IFRS as issued by the International Accounting Standards Board (IASB). The consolidated financial statements of the Group as of June 30, 2023, and June 30, 2022 and for the year ended June 30, 2023 and 2022 were authorized by the Board of Directors of Moolec Science S.A. on October 30, 2023. Note 3.2. Basis of measurement The 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 consolidated financial statements as of June 30, 2023 and 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 assets, where current assets are intended as the assets that should be realized, sold or used during the normal operating cycle, or the assets owned with the aim of being sold in the short-term (within 12 months); (b) current liabilities from non-current liabilities, where current liabilities are intended as the liabilities that should be paid during the normal operating cycle or over the 12-month period subsequent to the reporting date. Note 3.3. Functional and presentation currency Items included in the Consolidated Financial Statements are measured using the currency of the primary economic market in which the Company operates (“the functional currency”). These Consolidated Financial Statements are presented in US Dollars, which is the Company’s functional currency. The Group has applied IAS 29 for its newly acquired subsidiary in Argentina. IAS 29 “Financial reporting in hyperinflationary economies” requires that the financial statements of an entity whose functional currency is the currency of a hyperinflationary economy, whether these are based on the historical cost method or the current cost method, be stated in terms of the measuring unit current at the closing date of the reporting period. For such purpose, the inflation produced since the acquisition date or the revaluation date, as applicable, must be computed in non-monetary items. The standard details a series of factors to be considered for concluding whether an economy is hyperinflationary, including, but not limited to, a cumulative inflation rate over a three-year period that approaches or exceeds 100%. Inflation accumulated in three In an inflationary period, any entity that maintains an excess of monetary assets over monetary liabilities, will lose purchasing power, and any entity that maintains an excess of monetary liabilities over monetary assets, will gain purchasing power, provided that such items are not subject to an adjustment mechanism. Briefly, the restatement mechanism of IAS 29 establishes that monetary assets and liabilities will not be restated because they are already expressed in a current unit of measurement at the end of the reporting period. Assets and liabilities subject to adjustments based on specific agreements, will be adjusted according to those agreements. Non-monetary items measured at their current values at the end of the reporting period, such as the net realizable value or others, do not need to be restated. The remaining non-monetary assets and liabilities will be restated according to a general price index. The loss or gain for the net monetary position will be included in the net result of the reporting period, revealing this information in a separate line item. The inflation adjustment to the initial balances was calculated by means of a conversion factor derived from the Argentine price indexes published by the National Institute of Statistics. The index as of June 30, 2023 and as of April 30, 2023 was 1,709.6115 and 1,497.2147, respectively. The Group started with the application of IAS 29, since the ValoraSoy acquisition, as such no comparative figures were presented using IAS 29. However, in the future the comparative figures in the consolidated financial statements presented in a stable currency will not be adjusted for subsequent changes in the price levels or exchange rates. Note 3.4. Use of estimates and judgements The preparation of the 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 Consolidated Financial Statements for all periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Refer to Note 4 – Summary of significant accounting policies for further discussion on accounting treatments applied in preparation of the financial results of the Group as of the reporting period in compliance with IFRS. Note 3.5. 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 Consolidated Financial Statements are issued. The accompanying Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities that might be necessary if the Group is unable to continue as a going concern. The Group concludes it will, for the foreseeable future, be able to realize its assets and discharge its liabilities in the normal course of operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 4. Summary of significant accounting policies Note 4.1. Basis of consolidation of subsidiary Subsidiaries are entities controlled by the Company. The financial statements of the Company’s subsidiaries are included in the Consolidated Financial Statements from the date that control commences after the acquisition date. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Company. Note 4.2. Foreign currency Transactions entered into by the Group in a currency other than their functional currency are recorded at the relevant exchange rates as of the date upon which such transactions occur. Foreign currency monetary assets and liabilities are translated at the prevailing exchange rates as of the final day of each reporting period. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognized immediately through other comprehensive income in the consolidated statements of operations and are accumulated in equity (attributed to the non-controlling interests when appropriate). Note 4.3. Intangible assets Intangible assets include projects in-progress (mainly related to internally developing products), software, licenses and other rights, and the purchase value of customer relationships. The accounting policies regarding the recognition and measurement of such intangible assets are described below. Internally Generated Intangible Assets Expenditure on internally developed products is capitalized if it can be demonstrated that: - It is technically feasible to develop the product for it to be sold; - Adequate resources are available to complete the development; - There is an intention to complete and sell the product; - The Group is able to sell the product; - Sale of the product will generate future economic benefits; and - Expenditure on the project can be measured reliably. Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognized in the consolidated statements of operations as incurred. Capitalized development costs are amortized using the straight-line method over the periods the Group expects to benefit from selling the products developed. Useful lives and amortization methods are reviewed every year as required by IAS 38. The research and development process can be divided into several discrete steps or phases, which generally begin with discovery, validation and development and end with regulatory approval and commercial launch. The process for developing seed traits is relatively similar for both GM and non-GM traits. However, the two differ significantly in later phases of development. For example, obtaining regulatory approval for GM seeds is a far more comprehensive and lengthy process than for non-GM seeds. Although breeding programs and industrial biotechnology solutions may have shorter or simpler phases than those described below, the Group has used the industry consensus for seed-trait development phases to characterize its technology portfolios, which is generally divided into the following six phases: i) Discovery: The first phase in the technology development process is the discovery or identification of candidate genes or genetic systems, metabolites, or microorganisms potentially capable of enhancing specified plant characteristics or enabling an agro-industrial biotech solution. ii) Proof of concept: Upon successful validation of the technologies in model systems (in vitro or in vivo), promising technologies graduate from discovery and are advanced to the proof of concept phase. The goal of this phase is to validate a technology within the targeted organism before moving forward with technology escalation activities or extensive field validation. iii) Early development: In this phase, efficacy field trials are expanded to evaluate the expression level and phenological characteristics of the traits in multiple geographies and growing cycles, as well as other characteristics in order to optimize the technology’s performance in the targeted organisms. The goal of the early development phase is to evaluate the technical feasibility by identifying the best candidate to scale up the seed stock and to start the regulatory field trials. iv) Advanced development and deregulation: In this phase, extensive field tests are used to fully demonstrate the effectiveness of the technology for its intended purpose. In the case of GM traits, the process of obtaining regulatory approvals from the government agencies is started, and includes field trials for environmental, core and food safety data generation. For solutions involving microbial fermentation, industrial-scale runs are conducted. v) Pre-launch: This phase involves finalizing the regulatory approval process and preparing for the launch and commercialization of the technology. The range of activities in this phase includes seed increases, pre-commercial production, and product and solution testing with selected customers. Usually, a more detailed marketing strategy and preparation of marketing materials occur during this phase. vi) Product launch: In general, this phase, which is the last milestone of the research and development process, is carried out by the Group. We determined that the Research & Development is more likely than not (“probable”) to become a commercialized product and reach compliance with IAS 38 criteria items at the end of the phase iii “Early Development”, when efficacy field trials are performed to determine the technical feasibility of the project by measuring parameters like expression level and phenological characteristics. The obtention of desired values for this set of data represents the strongest and clearest indication that the technical feasibility has been proved. Impairment testing of intangible assets not yet available for use requires the use of significant assumptions for the estimation of future cash flows and the determination of discount rates. The significant assumptions and the determination of discount rates for the impairment testing of goodwill are further explained below. Management’s estimations about the demonstrability of the recognition criteria for these assets and the subsequent recoverability represent the best estimate that can be made based on all the available evidence, existing facts and circumstances and using reasonable and supportable assumptions in cash flow projections. Therefore, the Consolidated financial statements do not include any adjustments that would result if the Group were unable to recover the carrying amount of the above-mentioned assets through the generation of enough future economic benefits. Management has made the estimates considering the cash flow projections projected. The key assumptions utilized are the following: Key assumption Management’s approach Discount rate The discount rate used ranges between 10% and 20% Budgeted market share The projected revenue from the products has been estimated by the management based on market penetration data for comparable products and technologies and on future expectations of foreseen economic and market conditions. The value assigned is consistent with external sources of information. Budgeted product prices The prices estimated in the revenue projections are based on current and projected market prices for the products. Budgeted gross margin Based on past performance and management’s expectations for the future. Intangible Assets Acquired in a Business Combination Intangible assets acquired in a business combination are identified and recognized separately regarding goodwill when they meet the definition of intangible assets and their fair value can be measured reliably. Such intangible assets are recognized at fair value at acquisition date. After the initial recognition, intangible assets acquired in a business combination are valued at cost, net of accumulated amortization, based on the expected attrition over the respective estimated periods for which the intangible assets will provide economic benefit to the Company. Intangible assets acquisitions from ValoraSoy were restated by applying the corresponding adjustment coefficients (as mentioned in Note 3.3) since the date of the business combination and are translated at the exchange rate at the closing date of the financial statements. Software Software licenses are valued at cost, restated as mentioned in Note 3.3, net of the corresponding accumulated amortization and impairment losses. Amortization is calculated on a straight-line basis over the estimated useful life of the intangible assets. Note 4.4. Property, plant and equipment, net Property, plant and equipment assets are measured at historical cost less accumulated depreciation and any impairment loss, except for those acquired in a business combination, which are then recorded at fair value; assets under construction and land are not depreciated. The cost of the property, plant and equipment is the fair value of the consideration initially provided to acquire or construct the item and prepare it for use. Subsequent costs incurred for repair and maintenance, are expensed in the consolidated statements of comprehensive income unless these costs meet the criteria for capitalization (i.e. extension of the useful life). Depreciation commences when the assets are ready for use. Property, plant and equipment is depreciated based on the straight-line method over estimated useful lives. An item of property, plant and equipment will be derecognized upon disposal or when future economic benefits from the continued use of the asset are no longer expected. The gain or loss arising from the derecognition is measured as the difference between the gain on sale and the carrying amount of the asset and is recognized through profit or loss. The useful lives of property, plant and equipment are: Storage 20 years Machinery and equipment 10 - 20 years Vehicles 5 years Furniture 10 years Computer equipment 3 - 5 years Note 4.5. Goodwill Goodwill arising from the acquisition of a business is recorded at cost at the acquisition date, less accumulated impairment losses, if any. The acquisitions related to a foreign operation are considered to be expressed in the functional currency of the foreign operation and are translated at the exchange rate at the reporting date. Goodwill acquisition related to the acquisition of ValoraSoy are recorded at cost, restated by applying the corresponding adjustment coefficients (as mentioned in Note 3.3) since the date of the business combination and are translated at the exchange rate at the closing date of the financial statements. Note 4.5.1 Goodwill impairment Goodwill is tested for impairment annually at the cash-generating unit level, which is the level at which the assets generate largely independent cash inflows and are monitored for internal management purposes. An impairment loss is recognized whenever the carrying amount of an asset or the related cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the consolidated statements of profit or loss. Impairment losses recognized for cash-generating units first reduce allocated goodwill and then the carrying amounts of the other assets in the unit on a pro rata basis. Note 4.6. Inventories, net Inventories are presented at the lower of acquisition cost or net realizable value. Cost is determined by the weighted average method. The net realizable value represents the estimated sale price less all the estimated termination and selling costs. The cost of finished products and products in progress includes the costs of raw materials, direct labor, other direct costs and the respective direct production expenses (based on normal operating capacity), excluding borrowing costs. Inventories are presented net of the allowances for obsolescence and, in consolidation, net of eliminations of unrealized profit on inventories. Note 4.7. Cash and cash equivalents For the purposes of the statements of financial position and statements of cash flows, cash and cash equivalents include cash on hand and in banks and short-term highly liquid investments. Investments can be readily convertible to known amounts of cash and they are subject to insignificant risk of changes in value in the consolidated statements of financial position. Note 4.8. Trade receivables and other receivables Trade receivables represent amounts owing for goods supplied by the Company prior to the end of the financial period which remain unpaid. They arise from transactions in the normal operating activities of the Company. Trade receivables are carried at amortized cost, net of expected credit losses. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received. Note 4.9. Right-of-use of assets Due to the acquisition of ValoraSoy, the Group acquired rights to use a parcel of land, as part of the acquisition agreement. At the acquisition date, right-of-use of assets are initially recognized at fair value using a third-party valuation. The ownership of the parcel of land is held by one of the sellers of ValoraSoy, who has entered into an agreement with the Company whereby he granted the right-of-use of the property to the Company until the effective fulfillment of his obligation to lift encumbrances, subdivide and assign the property to the Company within a period of twelve months or longer, if required by the proceedings, from the acquisition date. The right-of-use of land shall not be depreciated due to the imminent transfer of ownership of the underlying asset to the Group which has an indefinite useful life. The right-of-use of assets are presented in a single line in the consolidated statements of financial position. Note 4.10. Share capital and reserves Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects. Foreign currency translation adjustment The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements from the functional currency of Argentine Peso into the presentation currency of US dollar. Note 4.11. Share-based payment arrangements Share-based compensation benefits are provided to certain key employees under the Company Compensation Plan. Under this agreement, some employees and members of the executive management team as defined by the Board of Directors, were granted share options and restricted stock units (“RSU”) in return for their services to the Group. The Group receives services in exchange for its own equity instruments and does not have any obligation to settle the obligation with cash, so the plan is classified as equity settled. The only condition to be met is the delivery of service by the employee during a certain period as defined in the Agreements. The fair value of options granted under the plan is measured at grant date and recognized in accordance with the requirements of IFRS 2, as an employee benefits expense, with a corresponding increase in equity. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. When the options are exercised, the Company issues the shares to the employee and members to the executive team. The proceeds received, net of any directly attributable transaction costs, are credited directly to equity. The ValoraSoy acquisition agreement also included a contingent payment in a fixed amount of equity amounting to 384,558 shares equivalent to $1.7 million, which was determined to be a remuneration agreement for future services (the “earn-out”) and consequently it was excluded from the consideration and will be recognized as an expense over the required service period. The contingent payment is payable in shares over a three-year period from 2024 to 2026 and subject to the achievement of certain EBITDA targets, as defined in the ValoraSoy SPA. Such payment is automatically forfeited on termination of employment. Note 4.12. Accounts payable and other liabilities Trade and other payables are recognized when the Group has a legal or a constructive obligation, as a result of a past event, and it is probable that there may be an outflow of resources embodying economic benefits to settle the obligation and the obligation can be measured reliably. These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, canceled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss. Other payables correspond mainly to employment obligations and provisions. Note 4.13. Taxes Current income tax Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the country where the Group operates and generates taxable income. Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statements of operations. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred tax Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognized for all taxable temporary differences, except: - When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and - In respect of taxable temporary differences affiliated with investments in subsidiaries, associates, and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except: - When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and - In respect of deductible temporary differences affiliated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. Note 4.14. Subsidiaries and joint arrangements 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. De-facto control exists in situations where the Company has the practical ability to direct the relevant activities of an entity without holding the majority of the voting rights. In determining whether de facto control exists, the Company considers all relevant facts and circumstances, including: (i) the relative share of the Company’s voting rights with respect to both the size and dispersion of other parties who hold voting rights; (ii) substantive potential voting rights held by the Company and by other parties, (iii) other contractual arrangements; and (iv) historic patterns in voting attendance. As of the issuance of these Financial Statements, there is no de-facto control over any entity. The Company is a party to a joint arrangement when there is a contractual arrangement that confers joint control over the relevant activities of the arrangement to the Group and at least one other party. Joint control is assessed under the same principles as control over subsidiaries. The subsidiaries and joint arrangements of the Company, of which their financial results have been included in the Consolidated Financial Statements, and holds a majority share of the voting rights as of June 30, 2023 are as follows: Name Principal activities Country of incorporation and % Equity Moolec Science Limited (i) Investment in subsidiaries United Kingdom 100 % LightJump Acquisition Corporation Investment in subsidiaries USA 100 % ValoraSoy S.A. (ii) Investment in subsidiaries Argentina 100 % AG Biomolecules LLC (DE) Investment in subsidiaries USA 100 % Microo Foods Ingredients S.L. (iii) Investment in joint arrangements Spain 50 % (i) Moolec Science Limited has a branch office in Argentina, Moolec Science Limited S.E. (ii) Incorporated through the acquisition on April 24, 2023. (iii) During December 2022, the Company agreed to participate in a joint arrangement with the 50% of participation of the newly created company named Microo Food Ingredients Sociedad Limitada. Note 4.15. Financial instruments Financial assets and liabilities are recognized when an entity of the Group becomes party to the contractual provisions of an instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and liabilities (other than those designated at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or liabilities, when appropriate, at initial recognition. Transaction costs directly attributable to the acquisition of financial assets or liabilities designated at fair value through profit or loss are recognized immediately through profit or loss. 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). Note 4.15.1. Financial assets Classification of financial assets If and when applicable the Company follows the framework and requirements outlined in IFRS 9 to classify financial assets based on whether: ● The financial asset is held within a business model whose objective is to collect contractual cash flows or whose objective is achieved through the collection of contractual cash flows and the sale of financial assets; and ● The contractual terms give rise to cash flows that are only payments of principal and interest. By default, all other financial assets are subsequently measured at fair value through profit or loss. Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and are therefore all classified as current. Trade receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components, when they are recognized at fair value. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method. Gains and losses in foreign currency Trade receivables denominated in a currency other than the subsidiaries’ functional currency is determined in that foreign currency and converted to the subsidiaries’ functional currency at the end of each reporting period using the then prevailing spot rate. Exchange differences are recognized through profit or loss and are classified within financial income / expenses. Derecognition of financial assets The Group derecognizes a financial asset only when the contractual rights to the asset’s cash flows expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group does not transfer or retain substantially all risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its interest retained in the asset and an associated liability for the amounts to be paid. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a loan secured by the revenue received. Upon derecognition of a financial asset measured at amortized cost, the difference between the carrying amount of the asset and the sum of the consideration received and receivable is recognized through profit or loss. The Group also derecognizes a financial asset when there is information which indicates that the counterparty is in serious financial difficulty and there is no realistic prospect of recovery. The derecognized financial assets may still be subject to compliance activities in accordance with the Group’s recovery procedures, taking into account legal advice when appropriate. Any recovery is recognized through profit or loss. Note 4.15.2. Financial liabilities and equity instruments Classification as debt or equity Debt and equity instruments are classified as financial liabilities or equity in accordance with the substance of the contractual agreement and definitions of financial liability and equity instrument. Equity instruments An equity instrument consists of any contract that evidences a residual interest in the assets of an entity, after deducting all of its liabilities. Equity instruments issued by a Group entity are recognized for income received, net of direct issue costs. The repurchase of equity instruments of the Group is recognized and deducted directly in equity. No gain or loss is recognized through profit or loss, arising from the purchase, sale, issue or cancellation of the equity instruments of the Group. During the fiscal year ended June 30, 2023 no repurchase of equity instruments took place. Financial liabilities Financial liabilities are classified at their inception at fair value through profit or loss or at amortized cost, using the effective interest amortization method. Warrant liabilities As part of the reorganization, the Group acquired public warrants (“Public warrants”). The warrants are initially recognized at fair value on the date a derivative contract is entered into, and they are subsequently remeasured to their fair value at the end of each reporting period. Gains and losses will be recorded in profit or loss. These instruments are measured at Level 1 fair value based on its quoted price. Note 4.16. New standards, amendments and interpretations of IFRS Standards and IFRICs newly applicable for companies with 30 June 2023 year ends are set out below. A number of narrow-scope amendments to IFRS 3, IAS 16, IAS 37 and some annual improvements on IFRS 1, IFRS 9, IAS 41 and IFRS 16 Amendments to IFRS 3, ‘Business combinations’ update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations. Amendments to IAS 16, ‘Property, plant and equipment’ prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related costs in profit or loss. Amendments to IAS 37, ‘Provisions, contingent liabilities and contingent assets’ specify which costs a company includes when assessing whether a contract will be loss-making. Annual improvements make minor amendments to IFRS 1, ‘First-time Adoption of IFRS’, IFRS 9, ‘Financial instruments’, IAS 41, ‘Agriculture’ and the Illustrative Examples accompanying IFRS 16, ‘Leases’. The amendments listed above did not have any impact on the amounts recognised in the Consolidated Financial Statements. New standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for June 30, 2023 reporting period and have not been early adopted by the Group. These standards are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions: Amendment to IAS 12- deferred tax related to assets and liabilities arising from a single transaction These amendments require companies to recognise deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. Effective date Annual periods beginning on or after January 1, 2023 . Narrow scope amendments to IAS 1, Practice statement 2 and IAS 8 The amendments aim to improve accounting policy disclosures and to help users of the financial statements to distinguish between changes in accounting estimates and changes in accounting policies. Effective date Annual periods beginning on or after January 1, 2023 . Amendments to IFRS 16, Lease Liability in a Sale |
Comparative Information
Comparative Information | 12 Months Ended |
Jun. 30, 2023 | |
Comparative Information [Abstract] | |
Comparative Information | Note 5. Comparative Information The information as of June 30, 2022 and for the year ended June 30, 2022 and for the periods of January 1, 2021 through June 30, 2021 and from August 21, 2020 through December 31, 2020 disclosed for comparative purposes arises from the consolidated financial statements of Moolec as of those dates. Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. The exchange of shares related to the Capital Reorganization contemplated by the Business Combination Agreement, explained in Note 2, 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 27. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2023 | |
Intangible Assets [Abstract] | |
Intangible Assets | Note 6. Intangible Assets Gamma SPC® Customer Software Total As of December 31, 2020 Cost - - - - Accumulated Amortization - - - - - Net book amount $ - - - - $ - Year ended June 30, 2021 Opening net book amount - - - - - Additions 3,000,000 1,598,930 - - 4,598,930 Closing net book amount $ 3,000,000 1,598,930 - - $ 4,598,930 As of June 30, 2021 Cost 3,000,000 1,598,930 - - 4,598,930 Accumulated Amortization - - - - - Net book amount $ 3,000,000 1,598,930 - - $ 4,598,930 Year ended June 30, 2022 Opening net book amount 3,000,000 1,598,930 - - $ 4,598,930 Closing net book amount 3,000,000 1,598,930 - - $ 4,598,930 As of June 30, 2022 Cost 3,000,000 1,598,930 - - 4,598,930 Accumulated Amortization - - - - - Net book amount 3,000,000 1,598,930 - - 4,598,930 Year ended June 30, 2023 Opening net book amount 3,000,000 1,598,930 - - 4,598,930 Additions 101,033 63,329 - - 164,362 Acquisitions through business combinations - - 3,819,009 5,045 3,824,054 Effect of changes in foreign exchange rates - - 26,235 34 26,269 Amortization (i) - - (93,247 ) (1,270 ) (94,517 ) Closing net book amount $ 3,101,033 1,662,259 3,751,997 3,809 $ 8,519,098 As of June 30, 2023 Cost 3,101,033 1,662,259 3,845,244 5,079 8,613,615 Accumulated Amortization - - (93,247 ) (1,270 ) (94,517 ) Net book amount $ 3,101,033 1,662,259 3,751,997 3,809 $ 8,519,098 (i) The charge of the amortization is included in Administrative expenses and Research and development expenses (see notes 24 and 25). |
Fixed Assets
Fixed Assets | 12 Months Ended |
Jun. 30, 2023 | |
Fixed Assets [Abstract] | |
Fixed Assets | Note 7. Fixed Assets Chymosin Vehicles Furniture Storage Computer Machinery Total As of December 31, 2020 Cost - - - - - - - Accumulated Depreciation - - - - - - - Net book amount $ - - - - - - $ - Year ended June 30, 2021 Opening net book amount - - - - - - - Additions 10,617 - - - - - 10,617 Closing net book amount $ 10,617 - - - - - $ 10,617 As of June 30, 2021 Cost 10,617 - - - - - 10,617 Accumulated Depreciation - - - - - - - Net book amount $ 10,617 - - - - - $ 10,617 Year ended June 30, 2022 Opening net book amount $ 10,617 - - - - - $ 10,617 Depreciation (i) (1,699 ) - - - - - (1,699 ) Closing net book amount 8,918 - - - - - 8,918 As of June 30, 2022 Cost 10,617 - - - - - 10,617 Accumulated Depreciation (1,699 ) - - - - - (1,699 ) Net book amount $ 8,918 - - - - - $ 8,918 Year ended June 30, 2023 Opening net book amount 8,918 - - - - - 8,918 Acquisitions through business combinations, net - 25,464 5,154 49,281 2,633 1,055,494 1,138,026 Effect of changes in foreign exchange rates - 176 35 340 (9 ) 7,277 7,819 Additions - - - 9,143 5,681 - 14,824 Depreciation (i) (1,699 ) (1,603 ) (106 ) (1,160 ) (699 ) (22,238 ) (27,505 ) Closing net book amount $ 7,219 24,037 5,083 57,604 7,606 1,040,533 $ 1,142,082 As of June 30, 2023 Cost 10,617 25,640 5,189 58,764 8,305 1,062,771 1,171,286 Accumulated Depreciation (3,398 ) (1,603 ) (106 ) (1,160 ) (699 ) (22,238 ) (29,204 ) Net book amount $ 7,219 24,037 5,083 57,604 7,606 1,040,533 $ 1,142,082 (i) The depreciation charge is included in Administrative expenses and Cost of sales (see notes 24 and 26). |
Goodwill
Goodwill | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill [Abstract] | |
Goodwill | Note 8. Goodwill As of As of Goodwill 251,440 - Total Goodwill $ 251,440 $ - As of June 30, 2023, no goodwill impairment losses were recognized. |
Right of Use of Assets
Right of Use of Assets | 12 Months Ended |
Jun. 30, 2023 | |
Right-of-Use of Assets [Abstract] | |
Right-of-use of assets | Note 9. Right-of-use of assets Land As of June 30, 2022 $ - Acquisitions through business combinations (i) 43,507 Effect of changes in foreign exchange rates 299 As of June 30, 2023 $ 43,806 (i) Through the ValoraSoy acquisition, the Group acquired a parcel of land for an original amount of $ 43,507. |
Other Non-Current Receivables
Other Non-Current Receivables | 12 Months Ended |
Jun. 30, 2023 | |
Other Non-Current Receivables [Abstract] | |
Other non-current receivables | Note 10. Other non-current receivables As of As of Receivables with shareholders 8,763,027 - Total Other Non-Current receivables $ 8,763,027 $ - Moolec Science Limited issued an aggregate number of Moolec Science Limited ordinary shares equal to 2,354,069 (or 1,500,000 of Moolec Science SA shares after the transaction) to current individual shareholders of Bioceres S.A., and Bioceres Group PLC, (“New shareholders”) Moolec and the new shareholders entered into a subscription agreement (the “shareholders’ subscription agreement”) prior to the transaction pursuant to which Moolec Science Limited agreed to issue 2,354,069 of Moolec Science Limited ordinary shares. The new shareholders agreed to pay an aggregate purchase price of $15,000,000 within 5 years from the date of such subscription agreement. Such shareholders’ subscription agreement accrues an internal rate of return of 13.20%. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | Note 11. Cash and cash equivalents For the purposes of preparing the Consolidated Statements of Financial Position and Statement of Cash Flows, the item “Cash and Cash Equivalents” includes cash on hand and in banks and short-term highly liquid investments that can be readily convertible to known amounts of cash and they are subject to insignificant risk of changes in value. Bank overdrafts are classified as “Financial Debt” in the Consolidated Statement of Financial Position. Cash and cash equivalents at each year-end, as disclosed in the Consolidated Statement of Cash Flows, may be reconciled against the items related to the Consolidated Statement of Financial Position as follows: As of As of Cash $ 2,443 $ - Bank accounts 2,061,636 1,081,808 Short-term investments 463,594 - Total cash and cash equivalents $ 2,527,673 $ 1,081,808 |
Short Term Investments
Short Term Investments | 12 Months Ended |
Jun. 30, 2023 | |
Short-Term Investments [Abstract] | |
Short term investments | Note 12. Short-term investments As of As of 2022 Mutual funds 306,034 - Total Short-term investments $ 306,034 $ - |
Trade Receivable and Other Curr
Trade Receivable and Other Current Receivables | 12 Months Ended |
Jun. 30, 2023 | |
Trade Receivable and Other Current Receivables [Abstract] | |
Trade Receivable and Other current receivables | Note 13. Trade Receivable and Other current receivables As of As of Accounts receivable 361,097 - Total Trade receivable $ 361,097 $ - As of As of Taxes 952,953 - Others 377,224 - Total Other current receivables $ 1,330,177 $ - The book value is reasonably approximate to the fair value given its short-term nature. |
Inventories
Inventories | 12 Months Ended |
Jun. 30, 2023 | |
Inventories [Abstract] | |
Inventories | Note 14. Inventories As of As of Raw materials 179,368 - Finished goods 286,380 - Total Inventories $ 465,748 $ - |
Share Capital and Share Premium
Share Capital and Share Premium | 12 Months Ended |
Jun. 30, 2023 | |
Share Capital and Share Premium [Abstract] | |
Share capital and share premium | Note 15. Share capital and share premium As of June 30, 2023, the share capital stock and share premium amounts to $ 66,996,982. Reconciliation of share capital and share premium Number Shares Shares Share Opening Balance as of August, 2020 - - - - Issue of share capital 29,140,000 291,400 - 4,308,600 Balance as of December, 2020 29,140,000 291,400 - 4,308,600 Issue of share capital 1,860,000 18,600 - 2,981,400 Balance as of June 30, 2021 31,000,000 310,000 - 7,290,000 Issue of share capital - - - - Balance as of June 30, 2022 31,000,000 310,000 - 7,290,000 Issue of share capital (Moolec Science shares) 1,500,000 15,000 - 8,105,000 Issue of share capital (SAFE shares) 262, 260 2,623 - 3,170,723 Issue of share capital (LightJump shares) 3,363,810 33,639 - 39,610,630 Issue of share capital (Backstop shares) 1,201,656 12,017 - 7,999,023 Issue of share capital 3,519 36 - 10,647 From business acquisition - - 641 217,275 Equity settled share based payment 232,523 2,326 2,427 593,684 Balance as of June 30, 2023 37,563,768 375,641 3,068 66,996,982 Share Purchase Agreement On April 14, the Company entered into a Share Purchase Agreement with Nomura Securities International, Inc (“Nomura”). The Agreement provides for a committed equity financing facility under which the Company has the option, but not the obligation, to sell up to the equivalent of $50 million in aggregate gross purchase price of its ordinary shares to Nomura over a 36-month period, subject to the terms of the Agreement. The Company intends to use the proceeds from any future sales of securities under the financing facility, if it is utilized, for general corporate purposes. Sales of ordinary shares to Nomura, and the timing of any such sales, will be determined by the Company from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the ordinary shares and determinations by the Company regarding the use of proceeds from any sale. As of June 30, 2023 only 3,600 shares (equivalent to $10,647) were issued under the Share Purchase Agreement. |
Share Based Payment
Share Based Payment | 12 Months Ended |
Jun. 30, 2023 | |
Share Based Payment [Abstract] | |
Share Based Payment | Note 16. Share based payment Under the share-based compensation plan, some employees and members of the executive management team as defined by the Board of Directors, were granted share options or restricted stock units (“RSU”) in return for their services to the Group. As of June 30, 2023, Moolec had the following shared-based payment arrangements: Share option plan for executives and senior management: ● Group 1 granted up to 579,078 underlying ordinary shares. The options have an exercise price of $1.52 and expire in December 2030 (except one case in June 2031). ● Group 2 granted up to 346,555 underlying ordinary shares. The options have an exercise price of $8.00 and expire in December 2030. ● Group 3 granted up to 700,000 underlying ordinary shares. The options have an exercise price of $4.25. Five of them expire in January 2033 and the other two in March 2033. 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 Group 3 Fair value of shares $ 1.00 $ 1.00 $ 2.97 Exercise price $ 1.52 $ 8.00 $ 4.25 Expected volatility 70 % 70 % 70 % Dividend rate - - - Reference risk-free interest rate 3.00 % 3.00 % 4.25 % Plan duration 10 years 10 years 10 years Fair value of stock options at measurement date $ 9.11 $ 7.25 $ 2.04 There are no market-related performance conditions or non-vesting conditions that should be considered for determining the fair value of options. Moolec Science estimates an expected rotation of 2.00% annually at constant value, taking into account historical patterns of executives maintaining their jobs and the probability of exercising the options. This estimate is reviewed at the end of each annual or interim period. The following table shows the amount and exercise price and the movements of the stock options of executives and managers of the Group for the period ended June 30, 2023. June 30, 2023 Group 1 Group 2 Group 3 Number Exercise Number Exercise Number Exercise At the beginning - - - - - - Granted during the period 579,078 $ 1.52 346,555 $ 8.00 700,000 $ 4.25 Forfeited during the period - - - - - - Exercised during the period 253,252 $ 1.52 139,957 $ 8.00 - - Expired during the period - - - - - - At the ending 325,826 $ 1.52 206,598 $ 8.00 700,000 $ 4.25 The charge of the plans based on options recognized during the period was $508,149. |
Accounts Payable and Other Curr
Accounts Payable and Other Current and Non-Current Liabilities | 12 Months Ended |
Jun. 30, 2023 | |
Accounts Payable and Other Current and Non-Current Liabilities [Abstract] | |
Accounts Payable and other current and non-current liabilities | Note 17. Accounts Payable and other current and non-current liabilities As of As of Transaction expenses payable 3,579,057 485,735 Related parties 774,460 385,508 Accruals 787,010 190,843 Trade payables 2,339,087 164,127 Total Accounts payable $ 7,479,614 $ 1,226,213 As of As of Related parties 677,000 - Deferred payment related to Business Combination 492,799 - Wages 221,141 - Taxes 21,783 - Pay As You Earn (PAYE) 1,551 1,171 Others 271,371 - Total Other current liabilities $ 1,685,645 $ 1,171 The book value is reasonably approximate to the fair value given its short-term nature. As of As of Others 175,312 - Other non-current liabilities $ 175,312 $ - |
Financial Debt
Financial Debt | 12 Months Ended |
Jun. 30, 2023 | |
Financial Debt [Abstract] | |
Financial debt | Note 18. Financial debt As of As of Financial Debt denominated in Argentine Pesos 517,743 - Financial Debt denominated in US Dollars 2,028,500 - Total Current Financial Debt $ 2,546,243 $ - The book value is reasonably approximate to the fair value given its short-term nature. As of As of Financial Debt denominated in Argentine Pesos 99,046 - Total Non-current Financial Debt $ 99,046 $ - The terms and conditions of outstanding loans are as follows: Bank entity Currency of Nominal Nominal Date of As of As of Banco Macro - pre-financing of exports ARS 147,874 67% - 88 %(*) 07/17/2023-12/27/2023 173,236 - Banco Nación - pre-financing of exports USD 28,500 2 % 10/6/2023 28,635 - Banco Córdoba - pre-financing of exports ARS 142,567 55% - 88 %(*) 01/11/2023 - 06/26/2023 156,057 - Banco Galicia - bank overdrafts ARS 18,849 144 %(*) 06/30/2023 18,849 - HSBC Bank - bank overdrafts ARS 4,625 108 %(*) 06/30/2023 4,625 - Banco Santander - bank overdrafts ARS 41,325 161 %(*) 06/30/2023 44,446 - Banco Galicia - loans ARS 99,643 35% - 85 %(*) 08/21/2023 - 01/25/2024 33,728 - HSBC Bank - loans ARS 19,508 64 %(*) 07/27/2023 14,940 - Banco Santander - loans ARS 119,001 50% - 57 %(*) 09/03/2026 - 03/04/2027 118,185 - Banco Macro - loans ARS 11,705 54 %(*) 7/12/2023 1,257 - Promissory notes USD 2,000,000 0 % 05/22/2024 - 06/25/2024 2,000,000 - Asociación mutual AMA – loans ARS 42,316 53 %(*) 07/10/2023 - 04/10/2024 51,331 - (*) Interest rates of our outstanding loans in ARS, correspond to market rates in the country of incorporation of our newly acquired subsidiary, which deems to be a hyperinflationary economy. |
Warrants Liabilities
Warrants Liabilities | 12 Months Ended |
Jun. 30, 2023 | |
Warrants Liabilities [Abstract] | |
Warrants liabilities | Note 19. Warrants liabilities Each of the Warrants to purchase an aggregate of 11,110,000 Ordinary Shares are exercisable to purchase one Ordinary Share and only whole warrants are exercisable. The exercise price of the Warrants is $11.50 per share. A Warrant may be exercised only during the period commencing on the date of the consummation of the transactions contemplated by the Business Combination Agreement and terminating on the earlier to occur of: the date that is five (5) years after the date on which the Business Combination is completed or the liquidation of the Company. Redemptions of warrants for cash once the public warrants become exercisable, may be redeemed (i) in whole and not in part, (ii) at a price of $0.01 per warrant, (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder, and (iv) if, and only if, the reported last sale price of the Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before sending the notice of redemption to each warrant holder. If the public warrants are called for redemption for cash, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis”. The private warrants will be treated identical to the public warrants. Considering that the fair value as of June 2023 is $0.0799 per Ordinary Share, the valuation of warrants is the following: Warrants As of June 30, 2022 - Issued by the SPAC 1,666,500 Fair value remeasurement (Gain) (778,811 ) As of June 30, 2023 $ 887,689 There were no other warrants outstanding prior to the ones issued by the SPAC. |
Simple Agreement for Future Equ
Simple Agreement for Future Equity (“SAFE”) | 12 Months Ended |
Jun. 30, 2023 | |
Simple Agreement for Future Equity Safe [Abstract] | |
Simple Agreement for Future Equity (“SAFE”) | Note 20. 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 Transaction. The De-SPAC transaction occurred on December 30, 2022 and defined as a qualified event pursuant the agreement, converted the SAFE in 262,260 shares of the Company at a purchase price on $ 12.10 for a total of $3,173,346. The following table presents the changes in Level 3 financial instruments as of June 30 of each year: 2023 2022 2021 2020 At the beginning $ 2,860,000 $ - $ - $ - Additions - 2,000,000 - - Results on the change of Fair Value of the SAFE (i) 313,346 860,000 - - SAFE Capitalization (3,173,346 ) - - - At the end $ - $ 2,860,000 $ - $ - (i) The result due to the change in the fair value of the SAFE was included in “Other financial Results”. |
Deferred Tax and Income Tax
Deferred Tax and Income Tax | 12 Months Ended |
Jun. 30, 2023 | |
Deferred Tax and Income Tax [Abstract] | |
Deferred tax and income tax | Note 21. Deferred tax and income tax The roll forward of net deferred tax as of June 30, 2023, 2022, 2021 and 2020 is as follows: 2023 2022 2021 2020 Balance at beginning of year $ - - - - Incorporated through the business combination 1,297,436 - - - Credited to profit & loss (234,542 ) - - - Charged to Other Comprehensive Income 8,913 - - - Balance at year end $ 1,071,807 - - - Principal statutory taxes rates in the countries where the Group operates for all the years presented are: Income tax rate Tax Jurisdiction 2023 2022 2021 2020 Argentina 25%-35 % - - - Luxembourg 15 % - - - United Kingdom 19 % 19 % 19 % 19 % United States of America 21 % 21 % 21 % 21 % Reconciliation of effective tax rate The Group’s reconciliation of the effective tax rate is based on its domestic tax rate, with a reconciling item in respect of tax rates applied by Group companies in other jurisdictions. The tax rate used for 2023 represents the corporate tax rate of 15% from Luxembourg on the taxable income payable by the Group, in accordance with the tax laws of said jurisdiction. Income tax for other jurisdictions is calculated based on the substantially enacted nominal tax rates prevailing in the respective jurisdictions. As of As of As of As of December 30, 2020 Loss before tax $ (52,023,422 ) (4,526,905 ) (1,986,814 ) (320,524 ) Corporate tax rate 15 % 19 % 19 % 19 % Income tax (benefit)/expense 7,803,513 860,112 377,495 60,900 Effect of difference tax rates subsidiaries operating in other jurisdictions 428,506 - - - Tax losses (i) (1,631,947 ) (860,112 ) (377,495 ) (60,900 ) Non-deductible expenses - listing cost (6,405,759 ) - - - Net gain on inflation effect on monetary items 52,914 - - - Income tax inflation adjustment (35,826 ) - - - Others 23,141 - - - Tax benefit for the year 234,542 - - - (i) Deferred tax assets have not been recognized, because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom. Deferred tax Deferred tax assets and liabilities are recognized when the carrying amount of an asset or liability in the Consolidated statement of financial position differs from its tax base, except for differences arising on the initial recognition of goodwill. Net deferred tax liabilities are comprised of the following amounts: As of As of Deferred tax asset Tax loss carry-forward 292,267 - Total other receivables $ 292,267 - Deferred tax liability Customer relationship 1,346,374 - Other tax liabilities 17,700 Total deferred tax liability $ 1,364,074 - Net deferred tax liability $ 1,071,807 - The following table shows the expiration date of the recognized accumulated tax loss carryforwards pursuant to statutes of limitations: Fiscal year Tax-loss Deferred Expiration Tax 2022 10,980 3,843 2027 Argentina 2023 824,069 288,424 2028 Argentina Total 835,049 292,267 Unrecognized deferred tax assets As of June 30, 2023 and 2022 deferred tax assets relating to the operating company in the UK, Luxembourg, Argentina (Moolec Science S.E.) and United States of America aren’t recognized because it is not probable that future taxable amounts will be available to utilize those temporary differences and losses. Therefore, in the present Consolidated Financial Statements, the Company decided not to recognize deferred income tax assets generated by the tax loss carry forward for the periods ended on June 30, 2023 and 2022 for the amounts of 1,631,947 and $ 860,112 respectively. Deferred tax assets have not been recognized in respect of the following items, because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom: 2023 2022 2021 2020 Tax losses per country Gross amount Tax effect Gross amount Tax effect Gross amount Tax effect Gross amount Tax effect United Kingdom 3,641,516 691,888 4,526,905 860,112 1,986,814 377,495 320,524 60,900 Luxembourg 3,267,560 620,837 - - - - - - Argentina 1,484,790 282,110 - - - - - - United States of America 195,328 37,112 - - - - - - Total 8,589,194 1,631,947 4,526,905 860,112 1,986,814 377,495 320,524 60,900 |
Financial Income _ Expenses
Financial Income / Expenses | 12 Months Ended |
Jun. 30, 2023 | |
Financial income / expenses [Abstract] | |
Financial income / expenses | Note 22. Financial income / expenses As of As of As of As of Financial Costs Interest expense (160,035 ) (2,130 ) - - Total Financial Costs $ (160,035 ) $ (2,130 ) $ - $ - Other financial results Exchange rate difference (1,386,599 ) (12,342 ) - - Change in fair value of Simply Agreement for Future Equity (“SAFE”) - Loss (313,346 ) (860,000 ) - - Investment gain related to money market funds 1,009,318 - - - Change in warrants 778,811 - - - Interest gain (Shareholders loan) 693,027 - - - Inflation adjustment 245,989 - - - Other 3,325 - - - Total Other financial results 1,030,525 (872,342 ) - - Total net financial income / expenses $ 870,490 $ (874,472 ) $ - $ - |
Other Operating Expense
Other Operating Expense | 12 Months Ended |
Jun. 30, 2023 | |
Other Operating Expense [Abstract] | |
Other operating expense | Note 23. Other operating expense As of As of As of As of Taxes, duties and penalties (62,263 ) - - - Miscellaneous expenses (31,944 ) (38,985 ) (93,252 ) (2,639 ) Total other operating expense $ (94,207 ) $ (38,985 ) $ (93,252 ) (2,639 ) |
Administrative Expenses
Administrative Expenses | 12 Months Ended |
Jun. 30, 2023 | |
Administrative Expenses [Abstract] | |
Administrative Expenses | Note 24. Administrative expenses As of As of As of As of Audit. legal and accountancy fees (2,024,611 ) (1,355,046 ) (635,173 ) (125,867 ) Employee Stock Option Plan (1,166,755 ) (838,576 ) - - Payroll Expenses (880,830 ) (254,215 ) (10,544 ) - Insurance (428,947 ) - - - Travel Expenses (102,305 ) (52,532 ) (332 ) - Amortization (92,818 ) - - - Depreciation (4,107 ) - - - Other office and admin expenses (108,282 ) (22,861 ) (174,897 ) (2,019 ) Total Administrative expenses $ (4,808,655 ) $ (2,523,230 ) $ (820,946 ) (127,886 ) |
Research and Development Expens
Research and Development Expense | 12 Months Ended |
Jun. 30, 2023 | |
Research and Development Expense [Abstract] | |
Research and development expense | Note 25. Research and development expense As of As of As of As of Professional fees (886,628 ) (373,259 ) (75,189 ) - Laboratories’ related expenses (434,551 ) (449,442 ) (526,753 ) - Amortization (1,699 ) (1,699 ) - - Other research and development expenses (28,339 ) (160,758 ) - (179,061 ) Total Research and development expenses $ (1,351,217 ) $ (985,158 ) $ (601,942 ) (179,061 ) |
Cost of sales
Cost of sales | 12 Months Ended |
Jun. 30, 2023 | |
Cost of Sales [Abstract] | |
Cost of sales | Note 26. Cost of sales As of As of As of As of Inventories at beginning - - - - Inventories incorporated through the business combination (532,231 ) - - - Purchases (788,751 ) - - - Production costs Payroll and and professional fees (121,285 ) - - - Maintenance, energy and fuel related to fixed assets (77,495 ) - - - Amortization and depreciation (23,398 ) - - - Other production costs (31,050 ) - - - Sub-total Production costs (253,228 ) - - - Foreign currency translation 60,108 - - - Sub-total (1,514,102 ) - - - Inventories as of the end 465,748 - - - Cost of sales (1,048,354 ) - - - |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Jun. 30, 2023 | |
Net Loss per Share [Abstract] | |
Net loss per share | Note 27. Net loss per share Basic loss per share is computed using the weighted-average number of ordinary shares outstanding during the year. Diluted net loss per share is computed using the weighted-average number of ordinary shares and potentially dilutive, ordinary share equivalents outstanding during the year. The Group’s basic and diluted loss per ordinary share are the same because the Group has generated net loss to ordinary shareholders. The following table presents the calculation of basic and diluted loss per ordinary share for the year ended on June 30, 2023 and June 30, 2022 as follows: Loss attributable to ordinary shareholders (basic and diluted) Numerator June 30, June 30, June 30, December 31, Loss for the year, attributable to the owners of the Group (51,788,880 ) (4,526,905 ) (1,986,814 ) (320,524 ) Loss attributable to the ordinary shareholders (51,788,880 ) (4,526,905 ) (1,986,814 ) (320,524 ) Weighted-average number of ordinary shares (basic and diluted) Denominator June 30, June 30, June 30, December 31, Weighted-average number of ordinary shares 34,466,258 31,000,000 30,239,558 29,140,000 Net loss attributable to ordinary shareholders per share June 30, June 30, June 30, December 31, Basic and Diluted (1.50 ) (0.15 ) (0.07 ) (0.01 ) |
Related Parties
Related Parties | 12 Months Ended |
Jun. 30, 2023 | |
Related Parties [Abstract] | |
Related parties | Note 28. 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 ($) June 30, June 30, June 30, December 31, Short-term employee benefits 39,250 96,437 109,205 38,355 Share based payment 904,861 838,576 - - Other Related Party Transactions In USD ($) Note For the year ended For the year ended From the period From the period of August 21, 2020 through December 31, Share based payment Key management 904,861 838,576 - - CFO Shares Alloted (vi) 364,014 - - - Issue of Additional Shares Issue of share capital 15,000 - - - Issue of share premium 39,610,630 - - - Parent of the Company – Bioceres Crop Solutions Corp - - 3,000,000 - Parent of the Company – Union Group Ventures - - - 2,000,000 Parent of the Company – BG Farming Technologies - - - 2,000,000 Company’s Cash Balance in Other’s Accounts Parent of BF Farming Technologies – Bioceres S.A. - - - 300,000 100% Subsidiary of Bioceres S.A. – Bioceres LLC - - 500,000 300,000 Expenses Paid on Behalf of the Company Parent of BG Farming Technologies - Bioceres S.A. (i) - 265,810 509,628 244,029 100% Subsidiary of Bioceres S.A. - Bioceres LLC (i) 238,121 156,760 453,282 56,863 Services Provided by Other Companies 30% owned by Bioceres S.A. - INMET S.A.- Ingenieria Metabolica S.A (ii) 286 252 144,530 160,390 98.6% owned by Bioceres S.A. - INDEAR S.A.- Instituto de Agrobiotecnología Rosario (iii) 258,279 57,047 129,695 2,540 Owned by Bioceres S.A. - Agrality Inc. (iv) 5,000 85,435 - - Founded and operated by the Company’s CPO - Future Foods B.V. (v) 85,880 94,857 35,958 17,801 Moolec Science S.A. Shareholders (vii) 693,027 - - - THEO I SCSp - 1,500,000 - - (i) Expenses paid by Bioceres LLC on behalf of the Company. (ii) The Company entered into an agreement with INMET S.A.- Ingenieria Metabolica S,A through which it would receive research services in exchange for payment. (iii) The Company entered into an agreement with INDEAR S.A.- Instituto de Agrobiotecnologia Rosario where it would receive research services in exchange for payment. (iv) The Company entered into an agreement with Agrality Inc, for the provision of services. (v) The Company entered into an agreement with Future Foods B.V. for the provision of services. (vi) Shares issue related to share based payment already vested. (vii) The Company entered into an agreement with shareholders which accrues an internal rate of return. Other Related Party Balances In USD ($) Balance Balance 100% Subsidiary of Bioceres S.A. - (623,629 ) (385,508 ) Moolec S.A. Shareholders 8,763,027 - Union Group Ventures Limited (677,000 ) - INDEAR S.A. (72,494 ) - Future Foods B.V (78,337 ) - |
Financial Risk Management
Financial Risk Management | 12 Months Ended |
Jun. 30, 2023 | |
Financial Risk Management [Abstract] | |
Financial risk management | Note 29. 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. The following matters have been considered by Management in determining the appropriateness of the going concern basis of preparation of the accompanying Consolidated Financial Statements. a) Credit risk Credit risk is the risk of financial loss to the Group if the counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments held by the Group that are potentially subject to concentration of credit risk are primarily cash and receivables, the latter held as a result of ValoraSoy Acquisition. Management believes that the credit risk concentrating with respect to cash and amounts receivable is remote. The following table sets forth details of the age of trade and other receivables: As at June 30, June 30, To due become Up to 3 months $ 450,728 $ - b) Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations affiliated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’ s reputation. Given the Group’s financial position as of June 30, 2023, total current financial assets $4,524,972 as compared to total financial liabilities of $11,985,860 management expects that the Group will be able to provide the capital needed to keep the Group liquid and able to fulfill its short-term obligations. Group’s financial position as of June 30, 2022, total current financial assets $1,081,808 as compared to total financial liabilities of $1,227,384, which comprised the SAFE agreement convertible in future Equity. The Company continuously monitors and reviews its actual and forecasted cash flows and manages liquidity risk by maintaining adequate cash and cash equivalents, by utilizing term loans and by monitoring developments in the capital markets. The table below analyzes the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. Maturity date Within 1 Between 1 Between 2 More than Without any Total June 30, 2023 Trade Payables 7,479,614 - - - - 7,479,614 Other liabilities 1,776,438 180,197 - - 1,956,635 Financial debts 2,578,100 72,831 108,638 - - 2,759,569 Subtotal $ 11,834,152 $ 253,028 $ 108,638 $ - $ - $ 12,195,818 Warrant 887,689 - - - - 887,689 Subtotal $ 887,689 $ - $ - $ - $ - $ 887,689 Total $ 12,721,841 $ 253,028 $ 108,638 $ - $ - $ 13,083,507 June 30, 2022 Trade Payables 1,226,213 - - - - 1,226,213 Other liabilities 1,171 - - - - 1,171 Simply Agreement for Future Equity (“SAFE”) 2,860,000 - - - - 2,860,000 Subtotal $ 4,087,384 $ - $ - $ - $ - $ 4,087,384 Total $ 4,087,384 $ - $ - $ - $ $ 4,087,384 c) Market risk Market risk is the risk that changes in market prices -e.g. foreign exchange rates, interest rates and equity prices -will affect the Group’s income or the value of its holdings of financial instruments including commodity prices and foreign currency exchange rates. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. Commodity risk In the normal course of its business, the Company is exposed to risk resulting from fluctuations in the market prices of commodities. The Company does not engage in transactional hedging of its commodity price risk. Foreign currency exchange risk The Company is exposed to foreign exchange risk as a result of transactions being conducted in currencies other than the functional currency of each of the Company and its subsidiaries. The Company has not entered into transactions that seek to hedge or mitigate its exposure to exchange rate fluctuations. The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows: Assets Liabilities Currency 2023 2022 2023 2022 Argentine pesos 765,690 - 50,073 - U.S. Dollar 368,186 - 2,227,751 - Pound sterling 22,062 8,025 - - The following table details sensitivity to a 10% increase and decrease in the functional currency of each of the companies against the relevant foreign currencies. The sensitivity analysis includes only the outstanding monetary items denominated in foreign currency and adjusts its conversion at the end of the period for a 10% change in exchange rates. (+10%) Impact to profit or loss before tax (-10%) Impact to profit or loss before tax Assets Liabilities Currency 2023 2022 2023 2022 Argentine pesos 76,569 - (5,007 ) - U.S. Dollar 36,819 - (222,775 ) - Pound sterling 2,206 803 - - d) Fair value risk Fair value and carrying value of financial instruments: The following represents the carrying value and fair value of the Company’s financial instruments and non-financial derivatives: Recurring measurements Note As of As of Financial Assets Amortized costs Cash and cash equivalents (i) 2,064,079 1,081,808 Trade and other receivables (i) 10,454,301 2,061 Fair value through profit or loss Cash and cash equivalents (ii) 463,594 - Short-term investments (ii) 306,034 - Total financial assets $ 13,288,008 $ 1,083,869 Financial Liabilities Amortized costs Trade and other payables (i) 9,340,571 1,227,384 Financial debt (i) 2,645,289 - Fair value through profit or loss Simply Agreement for Future Equity (“SAFE”) - 2,860,000 Warrant liabilities (ii) 887,689 - Total financial liabilities $ 12,873,549 $ 4,087,384 Net financial asset /(liability) $ 414,459 $ (3,003,515 ) (i) Cash, short-term investments, trade and other receivables, prepayments, trade and other payables, and loans payable are recorded at carrying value, which approximates fair value due to their short-term nature and generally negligible credit losses. (ii) Fair value of short-term investment and warrants has been determined using the quoted market price at the year end (level 1). e) Interest rate risk The Group’s financing costs may be affected by interest rate volatility. Borrowings under the Group’s interest rate management policy may be fixed or floating rate. The Group maintains adequate committed borrowing facilities and holds most of its financial assets primarily in cash or short-term investments that are readily convertible into known amounts of cash. The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at floating rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group has not entered into derivative contracts to hedge this exposure. Fixed-rate instruments As of As of As of Current financial liabilities (2,546,243 ) - - Non-current financial liabilities (99,046 ) - - Holding all other variables constant, including levels of our external indebtedness, as of June 30, 2023 a 10% increase/(decrease) in interest rates would increase/(decrease) interest payable by 11,428/(11,428). |
Capital Risk Management
Capital Risk Management | 12 Months Ended |
Jun. 30, 2023 | |
Capital Risk Management [Abstract] | |
Capital Risk Management | Note 30. Capital risk management The Company includes as its capital its share capital and accumulated deficit and has no externally imposed capital requirements. The Company’s objectives in managing capital are to safeguard cash as well as maintain financial liquidity and flexibility in order to preserve its ability to meet financial obligations, deploy capital to develop its mining properties and to maintain investor, creditor and market confidence to sustain the future development of the business. The Company manages its capital structure and makes adjustments as needed, in order to have funds available to support its activities. Management reviews its capital management approach on an ongoing basis. The Company’s financial strategy is designed to maintain a capital structure consistent with the objective stated above and to respond to business growth opportunities and changes in economic conditions, In order to maintain or adjust its capital structure, the Company may, from time to time, issue new shares, acquire or dispose of assets or adjust its capital spending to manage its ability to continue as a going concern. (Note 15). |
Events after the Reporting Peri
Events after the Reporting Period | 12 Months Ended |
Jun. 30, 2023 | |
Events after the Reporting Period [Abstract] | |
Events after the reporting period | Note 31. Events after the reporting period Management has considered subsequent events through the date these consolidated financial statements were issued. As of October 15, 2023, the Company has entered into an agreement to issue a convertible note due 2026 to Grupo Insud (“Insud”) in a principal amount of approximately $21 million (the “Insud Convertible Note”) with a strike price of US $6.00 per share. The Insud Convertible Note will be issued against a cash payment of US $10 million and in-kind contributions to be made by Insud to Moolec Science. In-kind contributions include credits to access Insud’s state-of-the-art industrial capabilities, operational services, and the incorporation of joint agreement participation, started with the Company in the past. At maturity, Moolec Science will hold the option to deliver ordinary shares, cash, or a combination of cash and ordinary shares. The agreement signed with Insud, follows Moolec Science’s previous announcement that it entered into a Memorandum of Understanding with Bioceres Crop Solutions “BIOX”) that secures the supply of approximately 15,000 tons of HB4® soybeans (the “BIOX Supply Agreement”) that may be upsized for a similar volume. The BIOX Supply Agreement will be paid through the issuance of a convertible note (the “BIOX Convertible Note’’and together with the Insud Convertible Note, the “Convertible Notes”) on arms-length terms to the Insud Convertible Note. Together, the Convertible Notes total approximately US $30 million of cash and in-kind contributions that include soybean inventories, operational services, and the acquisition of joint arrangement participation |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of consolidation of subsidiary | Note 4.1. Basis of consolidation of subsidiary Subsidiaries are entities controlled by the Company. The financial statements of the Company’s subsidiaries are included in the Consolidated Financial Statements from the date that control commences after the acquisition date. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Company. |
Foreign currency | Note 4.2. Foreign currency Transactions entered into by the Group in a currency other than their functional currency are recorded at the relevant exchange rates as of the date upon which such transactions occur. Foreign currency monetary assets and liabilities are translated at the prevailing exchange rates as of the final day of each reporting period. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognized immediately through other comprehensive income in the consolidated statements of operations and are accumulated in equity (attributed to the non-controlling interests when appropriate). |
Intangible assets | Note 4.3. Intangible assets Intangible assets include projects in-progress (mainly related to internally developing products), software, licenses and other rights, and the purchase value of customer relationships. The accounting policies regarding the recognition and measurement of such intangible assets are described below. Internally Generated Intangible Assets Expenditure on internally developed products is capitalized if it can be demonstrated that: - It is technically feasible to develop the product for it to be sold; - Adequate resources are available to complete the development; - There is an intention to complete and sell the product; - The Group is able to sell the product; - Sale of the product will generate future economic benefits; and - Expenditure on the project can be measured reliably. Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognized in the consolidated statements of operations as incurred. Capitalized development costs are amortized using the straight-line method over the periods the Group expects to benefit from selling the products developed. Useful lives and amortization methods are reviewed every year as required by IAS 38. The research and development process can be divided into several discrete steps or phases, which generally begin with discovery, validation and development and end with regulatory approval and commercial launch. The process for developing seed traits is relatively similar for both GM and non-GM traits. However, the two differ significantly in later phases of development. For example, obtaining regulatory approval for GM seeds is a far more comprehensive and lengthy process than for non-GM seeds. Although breeding programs and industrial biotechnology solutions may have shorter or simpler phases than those described below, the Group has used the industry consensus for seed-trait development phases to characterize its technology portfolios, which is generally divided into the following six phases: i) Discovery: The first phase in the technology development process is the discovery or identification of candidate genes or genetic systems, metabolites, or microorganisms potentially capable of enhancing specified plant characteristics or enabling an agro-industrial biotech solution. ii) Proof of concept: Upon successful validation of the technologies in model systems (in vitro or in vivo), promising technologies graduate from discovery and are advanced to the proof of concept phase. The goal of this phase is to validate a technology within the targeted organism before moving forward with technology escalation activities or extensive field validation. iii) Early development: In this phase, efficacy field trials are expanded to evaluate the expression level and phenological characteristics of the traits in multiple geographies and growing cycles, as well as other characteristics in order to optimize the technology’s performance in the targeted organisms. The goal of the early development phase is to evaluate the technical feasibility by identifying the best candidate to scale up the seed stock and to start the regulatory field trials. iv) Advanced development and deregulation: In this phase, extensive field tests are used to fully demonstrate the effectiveness of the technology for its intended purpose. In the case of GM traits, the process of obtaining regulatory approvals from the government agencies is started, and includes field trials for environmental, core and food safety data generation. For solutions involving microbial fermentation, industrial-scale runs are conducted. v) Pre-launch: This phase involves finalizing the regulatory approval process and preparing for the launch and commercialization of the technology. The range of activities in this phase includes seed increases, pre-commercial production, and product and solution testing with selected customers. Usually, a more detailed marketing strategy and preparation of marketing materials occur during this phase. vi) Product launch: In general, this phase, which is the last milestone of the research and development process, is carried out by the Group. We determined that the Research & Development is more likely than not (“probable”) to become a commercialized product and reach compliance with IAS 38 criteria items at the end of the phase iii “Early Development”, when efficacy field trials are performed to determine the technical feasibility of the project by measuring parameters like expression level and phenological characteristics. The obtention of desired values for this set of data represents the strongest and clearest indication that the technical feasibility has been proved. Impairment testing of intangible assets not yet available for use requires the use of significant assumptions for the estimation of future cash flows and the determination of discount rates. The significant assumptions and the determination of discount rates for the impairment testing of goodwill are further explained below. Management’s estimations about the demonstrability of the recognition criteria for these assets and the subsequent recoverability represent the best estimate that can be made based on all the available evidence, existing facts and circumstances and using reasonable and supportable assumptions in cash flow projections. Therefore, the Consolidated financial statements do not include any adjustments that would result if the Group were unable to recover the carrying amount of the above-mentioned assets through the generation of enough future economic benefits. Management has made the estimates considering the cash flow projections projected. The key assumptions utilized are the following: Key assumption Management’s approach Discount rate The discount rate used ranges between 10% and 20% Budgeted market share The projected revenue from the products has been estimated by the management based on market penetration data for comparable products and technologies and on future expectations of foreseen economic and market conditions. The value assigned is consistent with external sources of information. Budgeted product prices The prices estimated in the revenue projections are based on current and projected market prices for the products. Budgeted gross margin Based on past performance and management’s expectations for the future. Intangible Assets Acquired in a Business Combination Intangible assets acquired in a business combination are identified and recognized separately regarding goodwill when they meet the definition of intangible assets and their fair value can be measured reliably. Such intangible assets are recognized at fair value at acquisition date. After the initial recognition, intangible assets acquired in a business combination are valued at cost, net of accumulated amortization, based on the expected attrition over the respective estimated periods for which the intangible assets will provide economic benefit to the Company. Intangible assets acquisitions from ValoraSoy were restated by applying the corresponding adjustment coefficients (as mentioned in Note 3.3) since the date of the business combination and are translated at the exchange rate at the closing date of the financial statements. Software Software licenses are valued at cost, restated as mentioned in Note 3.3, net of the corresponding accumulated amortization and impairment losses. Amortization is calculated on a straight-line basis over the estimated useful life of the intangible assets. |
Property, plant and equipment, net | Note 4.4. Property, plant and equipment, net Property, plant and equipment assets are measured at historical cost less accumulated depreciation and any impairment loss, except for those acquired in a business combination, which are then recorded at fair value; assets under construction and land are not depreciated. The cost of the property, plant and equipment is the fair value of the consideration initially provided to acquire or construct the item and prepare it for use. Subsequent costs incurred for repair and maintenance, are expensed in the consolidated statements of comprehensive income unless these costs meet the criteria for capitalization (i.e. extension of the useful life). Depreciation commences when the assets are ready for use. Property, plant and equipment is depreciated based on the straight-line method over estimated useful lives. An item of property, plant and equipment will be derecognized upon disposal or when future economic benefits from the continued use of the asset are no longer expected. The gain or loss arising from the derecognition is measured as the difference between the gain on sale and the carrying amount of the asset and is recognized through profit or loss. The useful lives of property, plant and equipment are: Storage 20 years Machinery and equipment 10 - 20 years Vehicles 5 years Furniture 10 years Computer equipment 3 - 5 years |
Goodwill | Note 4.5. Goodwill Goodwill arising from the acquisition of a business is recorded at cost at the acquisition date, less accumulated impairment losses, if any. The acquisitions related to a foreign operation are considered to be expressed in the functional currency of the foreign operation and are translated at the exchange rate at the reporting date. Goodwill acquisition related to the acquisition of ValoraSoy are recorded at cost, restated by applying the corresponding adjustment coefficients (as mentioned in Note 3.3) since the date of the business combination and are translated at the exchange rate at the closing date of the financial statements. Note 4.5.1 Goodwill impairment Goodwill is tested for impairment annually at the cash-generating unit level, which is the level at which the assets generate largely independent cash inflows and are monitored for internal management purposes. An impairment loss is recognized whenever the carrying amount of an asset or the related cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the consolidated statements of profit or loss. Impairment losses recognized for cash-generating units first reduce allocated goodwill and then the carrying amounts of the other assets in the unit on a pro rata basis. |
Inventories, net | Note 4.6. Inventories, net Inventories are presented at the lower of acquisition cost or net realizable value. Cost is determined by the weighted average method. The net realizable value represents the estimated sale price less all the estimated termination and selling costs. The cost of finished products and products in progress includes the costs of raw materials, direct labor, other direct costs and the respective direct production expenses (based on normal operating capacity), excluding borrowing costs. Inventories are presented net of the allowances for obsolescence and, in consolidation, net of eliminations of unrealized profit on inventories. |
Cash and cash equivalents | Note 4.7. Cash and cash equivalents For the purposes of the statements of financial position and statements of cash flows, cash and cash equivalents include cash on hand and in banks and short-term highly liquid investments. Investments can be readily convertible to known amounts of cash and they are subject to insignificant risk of changes in value in the consolidated statements of financial position. |
Trade receivables and other receivables | Note 4.8. Trade receivables and other receivables Trade receivables represent amounts owing for goods supplied by the Company prior to the end of the financial period which remain unpaid. They arise from transactions in the normal operating activities of the Company. Trade receivables are carried at amortized cost, net of expected credit losses. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received. |
Right-of-use of assets | Note 4.9. Right-of-use of assets Due to the acquisition of ValoraSoy, the Group acquired rights to use a parcel of land, as part of the acquisition agreement. At the acquisition date, right-of-use of assets are initially recognized at fair value using a third-party valuation. The ownership of the parcel of land is held by one of the sellers of ValoraSoy, who has entered into an agreement with the Company whereby he granted the right-of-use of the property to the Company until the effective fulfillment of his obligation to lift encumbrances, subdivide and assign the property to the Company within a period of twelve months or longer, if required by the proceedings, from the acquisition date. The right-of-use of land shall not be depreciated due to the imminent transfer of ownership of the underlying asset to the Group which has an indefinite useful life. The right-of-use of assets are presented in a single line in the consolidated statements of financial position. |
Share capital and reserves | Note 4.10. Share capital and reserves Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects. Foreign currency translation adjustment The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements from the functional currency of Argentine Peso into the presentation currency of US dollar. |
Share-based payment arrangements | Note 4.11. Share-based payment arrangements Share-based compensation benefits are provided to certain key employees under the Company Compensation Plan. Under this agreement, some employees and members of the executive management team as defined by the Board of Directors, were granted share options and restricted stock units (“RSU”) in return for their services to the Group. The Group receives services in exchange for its own equity instruments and does not have any obligation to settle the obligation with cash, so the plan is classified as equity settled. The only condition to be met is the delivery of service by the employee during a certain period as defined in the Agreements. The fair value of options granted under the plan is measured at grant date and recognized in accordance with the requirements of IFRS 2, as an employee benefits expense, with a corresponding increase in equity. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. When the options are exercised, the Company issues the shares to the employee and members to the executive team. The proceeds received, net of any directly attributable transaction costs, are credited directly to equity. The ValoraSoy acquisition agreement also included a contingent payment in a fixed amount of equity amounting to 384,558 shares equivalent to $1.7 million, which was determined to be a remuneration agreement for future services (the “earn-out”) and consequently it was excluded from the consideration and will be recognized as an expense over the required service period. The contingent payment is payable in shares over a three-year period from 2024 to 2026 and subject to the achievement of certain EBITDA targets, as defined in the ValoraSoy SPA. Such payment is automatically forfeited on termination of employment. |
Accounts payable and other liabilities | Note 4.12. Accounts payable and other liabilities Trade and other payables are recognized when the Group has a legal or a constructive obligation, as a result of a past event, and it is probable that there may be an outflow of resources embodying economic benefits to settle the obligation and the obligation can be measured reliably. These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, canceled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss. Other payables correspond mainly to employment obligations and provisions. |
Taxes | Note 4.13. Taxes Current income tax Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the country where the Group operates and generates taxable income. Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statements of operations. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred tax Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognized for all taxable temporary differences, except: - When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and - In respect of taxable temporary differences affiliated with investments in subsidiaries, associates, and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except: - When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and - In respect of deductible temporary differences affiliated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. |
Subsidiaries and joint arrangements | Note 4.14. Subsidiaries and joint arrangements 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. De-facto control exists in situations where the Company has the practical ability to direct the relevant activities of an entity without holding the majority of the voting rights. In determining whether de facto control exists, the Company considers all relevant facts and circumstances, including: (i) the relative share of the Company’s voting rights with respect to both the size and dispersion of other parties who hold voting rights; (ii) substantive potential voting rights held by the Company and by other parties, (iii) other contractual arrangements; and (iv) historic patterns in voting attendance. As of the issuance of these Financial Statements, there is no de-facto control over any entity. The Company is a party to a joint arrangement when there is a contractual arrangement that confers joint control over the relevant activities of the arrangement to the Group and at least one other party. Joint control is assessed under the same principles as control over subsidiaries. The subsidiaries and joint arrangements of the Company, of which their financial results have been included in the Consolidated Financial Statements, and holds a majority share of the voting rights as of June 30, 2023 are as follows: Name Principal activities Country of incorporation and % Equity Moolec Science Limited (i) Investment in subsidiaries United Kingdom 100 % LightJump Acquisition Corporation Investment in subsidiaries USA 100 % ValoraSoy S.A. (ii) Investment in subsidiaries Argentina 100 % AG Biomolecules LLC (DE) Investment in subsidiaries USA 100 % Microo Foods Ingredients S.L. (iii) Investment in joint arrangements Spain 50 % (i) Moolec Science Limited has a branch office in Argentina, Moolec Science Limited S.E. (ii) Incorporated through the acquisition on April 24, 2023. (iii) During December 2022, the Company agreed to participate in a joint arrangement with the 50% of participation of the newly created company named Microo Food Ingredients Sociedad Limitada. |
Financial instruments | Note 4.15. Financial instruments Financial assets and liabilities are recognized when an entity of the Group becomes party to the contractual provisions of an instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and liabilities (other than those designated at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or liabilities, when appropriate, at initial recognition. Transaction costs directly attributable to the acquisition of financial assets or liabilities designated at fair value through profit or loss are recognized immediately through profit or loss. 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). |
Financial assets | Note 4.15.1. Financial assets Classification of financial assets If and when applicable the Company follows the framework and requirements outlined in IFRS 9 to classify financial assets based on whether: ● The financial asset is held within a business model whose objective is to collect contractual cash flows or whose objective is achieved through the collection of contractual cash flows and the sale of financial assets; and ● The contractual terms give rise to cash flows that are only payments of principal and interest. By default, all other financial assets are subsequently measured at fair value through profit or loss. Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and are therefore all classified as current. Trade receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components, when they are recognized at fair value. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method. Gains and losses in foreign currency Trade receivables denominated in a currency other than the subsidiaries’ functional currency is determined in that foreign currency and converted to the subsidiaries’ functional currency at the end of each reporting period using the then prevailing spot rate. Exchange differences are recognized through profit or loss and are classified within financial income / expenses. Derecognition of financial assets The Group derecognizes a financial asset only when the contractual rights to the asset’s cash flows expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group does not transfer or retain substantially all risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its interest retained in the asset and an associated liability for the amounts to be paid. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a loan secured by the revenue received. Upon derecognition of a financial asset measured at amortized cost, the difference between the carrying amount of the asset and the sum of the consideration received and receivable is recognized through profit or loss. The Group also derecognizes a financial asset when there is information which indicates that the counterparty is in serious financial difficulty and there is no realistic prospect of recovery. The derecognized financial assets may still be subject to compliance activities in accordance with the Group’s recovery procedures, taking into account legal advice when appropriate. Any recovery is recognized through profit or loss. |
Financial liabilities and equity instruments | Note 4.15.2. Financial liabilities and equity instruments Classification as debt or equity Debt and equity instruments are classified as financial liabilities or equity in accordance with the substance of the contractual agreement and definitions of financial liability and equity instrument. Equity instruments An equity instrument consists of any contract that evidences a residual interest in the assets of an entity, after deducting all of its liabilities. Equity instruments issued by a Group entity are recognized for income received, net of direct issue costs. The repurchase of equity instruments of the Group is recognized and deducted directly in equity. No gain or loss is recognized through profit or loss, arising from the purchase, sale, issue or cancellation of the equity instruments of the Group. During the fiscal year ended June 30, 2023 no repurchase of equity instruments took place. Financial liabilities Financial liabilities are classified at their inception at fair value through profit or loss or at amortized cost, using the effective interest amortization method. Warrant liabilities As part of the reorganization, the Group acquired public warrants (“Public warrants”). The warrants are initially recognized at fair value on the date a derivative contract is entered into, and they are subsequently remeasured to their fair value at the end of each reporting period. Gains and losses will be recorded in profit or loss. These instruments are measured at Level 1 fair value based on its quoted price. |
New standards, amendments and interpretations of IFRS | Note 4.16. New standards, amendments and interpretations of IFRS Standards and IFRICs newly applicable for companies with 30 June 2023 year ends are set out below. A number of narrow-scope amendments to IFRS 3, IAS 16, IAS 37 and some annual improvements on IFRS 1, IFRS 9, IAS 41 and IFRS 16 Amendments to IFRS 3, ‘Business combinations’ update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations. Amendments to IAS 16, ‘Property, plant and equipment’ prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related costs in profit or loss. Amendments to IAS 37, ‘Provisions, contingent liabilities and contingent assets’ specify which costs a company includes when assessing whether a contract will be loss-making. Annual improvements make minor amendments to IFRS 1, ‘First-time Adoption of IFRS’, IFRS 9, ‘Financial instruments’, IAS 41, ‘Agriculture’ and the Illustrative Examples accompanying IFRS 16, ‘Leases’. The amendments listed above did not have any impact on the amounts recognised in the Consolidated Financial Statements. New standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for June 30, 2023 reporting period and have not been early adopted by the Group. These standards are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions: Amendment to IAS 12- deferred tax related to assets and liabilities arising from a single transaction These amendments require companies to recognise deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. Effective date Annual periods beginning on or after January 1, 2023 . Narrow scope amendments to IAS 1, Practice statement 2 and IAS 8 The amendments aim to improve accounting policy disclosures and to help users of the financial statements to distinguish between changes in accounting estimates and changes in accounting policies. Effective date Annual periods beginning on or after January 1, 2023 . Amendments to IFRS 16, Lease Liability in a Sale and Leaseback The amendments include requirements for sale and leaseback transactions in IFRS 16 to explain how an entity accounts for a sale and leaseback after the date of the transaction. Sale and leaseback transactions where some or all the lease payments are variable lease payments that do not depend on an index or rate are most likely to be impacted. Effective date Annual periods beginning on or after January 1, 2024. These amendments are not applicable to the Group. Amendments to IAS 1, ‘Presentation of financial statements’, on classification of liabilities These narrow-scope amendments to IAS 1, ‘Presentation of financial statements’, clarify that liabilities are classified as either current or noncurrent, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (for example, the receipt of a waiver or a breach of covenant). The amendment also clarifies what IAS 1 means when it refers to the ‘settlement’ of a liability. Effective date Annual periods beginning on or after January 1, 2024. Amendments to IAS 7 and IFRS 7, Supplier Finance Arrangements These amendments require disclosures to enhance the transparency of supplier finance arrangements and their effects on a company’s liabilities, cash flows and exposure to liquidity risk. The disclosure requirements are the IASB’s response to investors’ concerns that some companies’ supplier finance arrangements are not sufficiently visible, hindering investors’ analysis. Effective date Annual periods beginning on or after January 1, 2024. Amendments to IFRS 10 and IAS 28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture The amendments clarify the accounting treatment for sales or contributions of assets between an investor and its associates or joint ventures. They confirm that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a ‘business’ (as defined in IFRS 3 Business Combinations). Where the non-monetary assets constitute a business, the investor will recognize the full gain or loss on the sale or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognized by the investor only to the extent of the other investor’s interests in the associate or joint venture. The amendments apply prospectively. The effective date of the amendment has not yet been set by the IASB; however, early application of the amendments is permitted. |
Loss per share | Note 4.17. Loss per share The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit and loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributed to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares. As of June 30, 2023 and 2022, Basic EPS and Diluted EPS are the same, employee share based payments are considered dilutive instruments properly included in the profit and loss account, however they do not impact in EPS diluted calculation because the Group has generated net loss to ordinary shareholders (See Note 27). |
Revenue | Note 4.18. Revenue The group identifies contracts with customers and evaluates the goods and services committed therein to determine performance obligations and their classification between performance obligations that are satisfied at a given time or over time. Revenue from satisfaction of performance obligations at a given time is recognized when the client obtains control of the committed asset or service considering whether there is a right to collection, if the client has the physical possession, if the client has the legal right and if they have transferred the risks and benefits. Revenue from sales is recognized when performance obligations are met, which consists of transforming the significant risks and benefits of ownership of the goods are transferred to the purchaser, usually when the products are delivered to the purchaser at the determined location, according to the agreed sales terms. The Group had no revenues during 2022 and 2023 until ValoraSoy Acquisition on April 24, 2023. |
Expenses | Note 4.19. Expenses Research and development costs Research costs are expensed in the period in which these costs are incurred. Development costs are expensed in the period in which these costs are incurred if they do not meet the criteria for capitalization. Sales and marketing, administrative and other operating expenses The Group recognizes expenses in the period in which these costs are incurred and are presented by function on the consolidated statements of operations. Sales and marketing expenses primarily relate to marketing materials and research of the Group to increase brand awareness in the marketplace. Administrative expenses primarily comprise professional fees (mainly related to consultancy, accountancy and legal expenses), payroll and share based compensation to certain executives. Other operating expenses relate to those that do not depend on general business operations or relate to the other expense categories. |
Segment reporting | Note 4.20. Segment reporting The Group operates in a single operating segment, which is “science-based food ingredients”. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker, who in the Group’s case is the Executive Team, in deciding how to allocate resources and assess performance. The Executive Team is composed of the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), the Chief Product Officer (“CPO”), the Chief Technology Officer (“CTO”) and the Chief Science Officer (“CSO”). The Executive Team evaluates the Group’s financial information and resources and assess the financial performance of these resources on a consolidated basis on the basis of Net revenue/loss for the period. The Group’s revenue, results and assets for this one reportable segment can be determined by reference to the Consolidated Statement of Comprehensive Income and Consolidated Statement of Financial Position. The Group acquired ValoraSoy on April 24, 2023. Because of the short-period of time since the acquisition, most of the required disclosures by IFRS 8 Operating Segments, relating to entity-wide disclosures are not significant to disclose. 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 consolidated financial statements the Company had no revenues from customers attributed to the entity’s country of domicile. Non-current assets other than financial instruments Non-current assets other than financial instruments are located in the following countries: As of As of Lux $ 251,440 $ - United Kingdom 4,774,320 4,607,848 Argentina 4,930,666 - Total non-current assets other than financial instruments $ 9,956,426 $ 4,607,848 |
Business combinations | Note 4.21 Business combinations The Group applies the acquisition method to account for business combinations. The acquisition cost is measured as the aggregate of the consideration transferred for the acquisition of a subsidiary, which is measured at fair value at the acquisition date, and the amount of any non-controlling interest in such subsidiary. The Group recognizes any non-controlling interest in a subsidiary at the non-controlling interest’s proportionate share of the recognized amounts of subsidiary’s identifiable net assets. The acquisition related costs are expensed as incurred. Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. The contingent consideration is classified as an asset or liability that is a financial instrument under IFRS 9 is measured at fair value through profit or loss. Goodwill is initially measured at cost, which is the excess of the aggregate of the consideration transferred and the amount of the non-controlling interest and any previous interest carried over the net identifiable assets acquired, and liabilities assumed. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing, goodwill acquired in a business combination is, as of the acquisition date, allocated to each of the cash-generating units of the Group that is expected to benefit from the synergies of the combination, without considering whether other assets or liabilities of the subsidiary are allocated to those units. Any impairment in the carrying value is recognized in the consolidated statement of comprehensive income. In the case of acquisitions in stages, prior to the write-off of the previously held equity interest in the subsidiary, said interest is re-measured at fair value as of the date of acquisition of control over the subsidiary. The result of the re-measurement at fair value is recognized in profit or loss. |
Critical accounting judgements and estimates | Note 4.22 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 listed below. Critical estimates - Identification and fair value of identifiable intangible assets arising in acquisitions (Note 4.3). - Impairment of intangible assets not yet available for use (Notes 4.3). |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Business Combination [Abstract] | |
Schedule of Net Assets Acquired and Goodwill | Details of the purchase consideration, the net assets acquired and goodwill are as follows: Purchase consideration: Cash paid 1,931,112 Deferred Payment after 6 months 488,431 Payment in kind after 12 months 217,916 Total purchase consideration $ 2,637,458 |
Schedule of Assets and Liabilities Recognised | The assets and liabilities recognised as a result of the acquisition are as follows: Fair Value Cash and Banks 228 Accounts Receivable 316,972 Other Receivable 1,044,808 Inventory 532,231 Property, Plant, and Equipment 1,138,026 Intangible Assets 3,824,054 Right-of-use of assets 43,507 Accounts Payable (1,384,980 ) Current Financial Debt (1,176,089 ) Current Other Liabilities (356,757 ) Non-current Financial Debt (119,464 ) Non-current Other Liabilities (177,367 ) Deferred Tax Liability (1,297,436 ) Net identifiable assets acquired $ 2,387,733 Goodwill recognized (i) 249,725 Net assets acquired $ 2,637,458 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Useful Lives of Property, Plant and Equipment | The useful lives of property, plant and equipment are: Storage 20 years Machinery and equipment 10 - 20 years Vehicles 5 years Furniture 10 years Computer equipment 3 - 5 years |
Schedule of Consolidated Financial Statements | The subsidiaries and joint arrangements of the Company, of which their financial results have been included in the Consolidated Financial Statements, and holds a majority share of the voting rights as of June 30, 2023 are as follows: Name Principal activities Country of incorporation and % Equity Moolec Science Limited (i) Investment in subsidiaries United Kingdom 100 % LightJump Acquisition Corporation Investment in subsidiaries USA 100 % ValoraSoy S.A. (ii) Investment in subsidiaries Argentina 100 % AG Biomolecules LLC (DE) Investment in subsidiaries USA 100 % Microo Foods Ingredients S.L. (iii) Investment in joint arrangements Spain 50 % (i) Moolec Science Limited has a branch office in Argentina, Moolec Science Limited S.E. (ii) Incorporated through the acquisition on April 24, 2023. (iii) During December 2022, the Company agreed to participate in a joint arrangement with the 50% of participation of the newly created company named Microo Food Ingredients Sociedad Limitada. |
Schedule of Non-Current Assets Other than Financial Instruments | Non-current assets other than financial instruments are located in the following countries: As of As of Lux $ 251,440 $ - United Kingdom 4,774,320 4,607,848 Argentina 4,930,666 - Total non-current assets other than financial instruments $ 9,956,426 $ 4,607,848 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | Intangible Assets Gamma SPC® Customer Software Total As of December 31, 2020 Cost - - - - Accumulated Amortization - - - - - Net book amount $ - - - - $ - Year ended June 30, 2021 Opening net book amount - - - - - Additions 3,000,000 1,598,930 - - 4,598,930 Closing net book amount $ 3,000,000 1,598,930 - - $ 4,598,930 As of June 30, 2021 Cost 3,000,000 1,598,930 - - 4,598,930 Accumulated Amortization - - - - - Net book amount $ 3,000,000 1,598,930 - - $ 4,598,930 Year ended June 30, 2022 Opening net book amount 3,000,000 1,598,930 - - $ 4,598,930 Closing net book amount 3,000,000 1,598,930 - - $ 4,598,930 As of June 30, 2022 Cost 3,000,000 1,598,930 - - 4,598,930 Accumulated Amortization - - - - - Net book amount 3,000,000 1,598,930 - - 4,598,930 Year ended June 30, 2023 Opening net book amount 3,000,000 1,598,930 - - 4,598,930 Additions 101,033 63,329 - - 164,362 Acquisitions through business combinations - - 3,819,009 5,045 3,824,054 Effect of changes in foreign exchange rates - - 26,235 34 26,269 Amortization (i) - - (93,247 ) (1,270 ) (94,517 ) Closing net book amount $ 3,101,033 1,662,259 3,751,997 3,809 $ 8,519,098 As of June 30, 2023 Cost 3,101,033 1,662,259 3,845,244 5,079 8,613,615 Accumulated Amortization - - (93,247 ) (1,270 ) (94,517 ) Net book amount $ 3,101,033 1,662,259 3,751,997 3,809 $ 8,519,098 (i) The charge of the amortization is included in Administrative expenses and Research and development expenses (see notes 24 and 25). |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Fixed Assets [Abstract] | |
Schedule of Fixed Assets | Chymosin Vehicles Furniture Storage Computer Machinery Total As of December 31, 2020 Cost - - - - - - - Accumulated Depreciation - - - - - - - Net book amount $ - - - - - - $ - Year ended June 30, 2021 Opening net book amount - - - - - - - Additions 10,617 - - - - - 10,617 Closing net book amount $ 10,617 - - - - - $ 10,617 As of June 30, 2021 Cost 10,617 - - - - - 10,617 Accumulated Depreciation - - - - - - - Net book amount $ 10,617 - - - - - $ 10,617 Year ended June 30, 2022 Opening net book amount $ 10,617 - - - - - $ 10,617 Depreciation (i) (1,699 ) - - - - - (1,699 ) Closing net book amount 8,918 - - - - - 8,918 As of June 30, 2022 Cost 10,617 - - - - - 10,617 Accumulated Depreciation (1,699 ) - - - - - (1,699 ) Net book amount $ 8,918 - - - - - $ 8,918 Year ended June 30, 2023 Opening net book amount 8,918 - - - - - 8,918 Acquisitions through business combinations, net - 25,464 5,154 49,281 2,633 1,055,494 1,138,026 Effect of changes in foreign exchange rates - 176 35 340 (9 ) 7,277 7,819 Additions - - - 9,143 5,681 - 14,824 Depreciation (i) (1,699 ) (1,603 ) (106 ) (1,160 ) (699 ) (22,238 ) (27,505 ) Closing net book amount $ 7,219 24,037 5,083 57,604 7,606 1,040,533 $ 1,142,082 As of June 30, 2023 Cost 10,617 25,640 5,189 58,764 8,305 1,062,771 1,171,286 Accumulated Depreciation (3,398 ) (1,603 ) (106 ) (1,160 ) (699 ) (22,238 ) (29,204 ) Net book amount $ 7,219 24,037 5,083 57,604 7,606 1,040,533 $ 1,142,082 (i) The depreciation charge is included in Administrative expenses and Cost of sales (see notes 24 and 26). |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill [Abstract] | |
Schedule of Goodwill | As of As of Goodwill 251,440 - Total Goodwill $ 251,440 $ - |
Right of Use of Assets (Tables)
Right of Use of Assets (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Right-of-Use of Assets [Abstract] | |
Schedule of Right of Use of Assets | Right-of-use of assets Land As of June 30, 2022 $ - Acquisitions through business combinations (i) 43,507 Effect of changes in foreign exchange rates 299 As of June 30, 2023 $ 43,806 (i) Through the ValoraSoy acquisition, the Group acquired a parcel of land for an original amount of $ 43,507. |
Other Non-Current Receivables (
Other Non-Current Receivables (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Other Non-Current Receivables [Abstract] | |
Schedule of Other Non-Current Receivables | As of As of Receivables with shareholders 8,763,027 - Total Other Non-Current receivables $ 8,763,027 $ - |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents at each year-end, as disclosed in the Consolidated Statement of Cash Flows, may be reconciled against the items related to the Consolidated Statement of Financial Position as follows: As of As of Cash $ 2,443 $ - Bank accounts 2,061,636 1,081,808 Short-term investments 463,594 - Total cash and cash equivalents $ 2,527,673 $ 1,081,808 |
Short Term Investments (Tables)
Short Term Investments (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Short-Term Investments [Abstract] | |
Schedule of Short Term Investments | As of As of 2022 Mutual funds 306,034 - Total Short-term investments $ 306,034 $ - |
Trade Receivable and Other Cu_2
Trade Receivable and Other Current Receivables (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Trade Receivable and Other Current Receivables [Abstract] | |
Schedule of Trade Receivable | As of As of Accounts receivable 361,097 - Total Trade receivable $ 361,097 $ - |
Schedule of Other Current Receivables | As of As of Taxes 952,953 - Others 377,224 - Total Other current receivables $ 1,330,177 $ - |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Inventories [Abstract] | |
Schedule of Inventories | As of As of Raw materials 179,368 - Finished goods 286,380 - Total Inventories $ 465,748 $ - |
Share Capital and Share Premi_2
Share Capital and Share Premium (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Share Capital and Share Premium [Abstract] | |
Schedule of Reconciliation of Share Capital and Share Premium | Reconciliation of share capital and share premium Number Shares Shares Share Opening Balance as of August, 2020 - - - - Issue of share capital 29,140,000 291,400 - 4,308,600 Balance as of December, 2020 29,140,000 291,400 - 4,308,600 Issue of share capital 1,860,000 18,600 - 2,981,400 Balance as of June 30, 2021 31,000,000 310,000 - 7,290,000 Issue of share capital - - - - Balance as of June 30, 2022 31,000,000 310,000 - 7,290,000 Issue of share capital (Moolec Science shares) 1,500,000 15,000 - 8,105,000 Issue of share capital (SAFE shares) 262, 260 2,623 - 3,170,723 Issue of share capital (LightJump shares) 3,363,810 33,639 - 39,610,630 Issue of share capital (Backstop shares) 1,201,656 12,017 - 7,999,023 Issue of share capital 3,519 36 - 10,647 From business acquisition - - 641 217,275 Equity settled share based payment 232,523 2,326 2,427 593,684 Balance as of June 30, 2023 37,563,768 375,641 3,068 66,996,982 |
Share Based Payment (Tables)
Share Based Payment (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Share Based Payment [Abstract] | |
Schedule and the Possible Dilutive Effect of the Future Exercise of Options | Factor Group 1 Group 2 Group 3 Fair value of shares $ 1.00 $ 1.00 $ 2.97 Exercise price $ 1.52 $ 8.00 $ 4.25 Expected volatility 70 % 70 % 70 % Dividend rate - - - Reference risk-free interest rate 3.00 % 3.00 % 4.25 % Plan duration 10 years 10 years 10 years Fair value of stock options at measurement date $ 9.11 $ 7.25 $ 2.04 |
Schedule of Amount and Exercise Price and the Movements of the Stock Options of Executives and Managers | June 30, 2023 Group 1 Group 2 Group 3 Number Exercise Number Exercise Number Exercise At the beginning - - - - - - Granted during the period 579,078 $ 1.52 346,555 $ 8.00 700,000 $ 4.25 Forfeited during the period - - - - - - Exercised during the period 253,252 $ 1.52 139,957 $ 8.00 - - Expired during the period - - - - - - At the ending 325,826 $ 1.52 206,598 $ 8.00 700,000 $ 4.25 |
Accounts Payable and Other Cu_2
Accounts Payable and Other Current and Non-Current Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Accounts Payable and Other Current and Non-Current Liabilities [Abstract] | |
Schedule of Accounts Payable | As of As of Transaction expenses payable 3,579,057 485,735 Related parties 774,460 385,508 Accruals 787,010 190,843 Trade payables 2,339,087 164,127 Total Accounts payable $ 7,479,614 $ 1,226,213 As of As of Related parties 677,000 - Deferred payment related to Business Combination 492,799 - Wages 221,141 - Taxes 21,783 - Pay As You Earn (PAYE) 1,551 1,171 Others 271,371 - Total Other current liabilities $ 1,685,645 $ 1,171 As of As of Others 175,312 - Other non-current liabilities $ 175,312 $ - |
Financial Debt (Tables)
Financial Debt (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Financial Debt [Abstract] | |
Schedule of Financial Debt | As of As of Financial Debt denominated in Argentine Pesos 517,743 - Financial Debt denominated in US Dollars 2,028,500 - Total Current Financial Debt $ 2,546,243 $ - |
Schedule of Book Value is Reasonably Approximate to the Fair Value given its Short-Term Nature | The book value is reasonably approximate to the fair value given its short-term nature. As of As of Financial Debt denominated in Argentine Pesos 99,046 - Total Non-current Financial Debt $ 99,046 $ - |
Schedule of Terms and Conditions of Outstanding Loans | The terms and conditions of outstanding loans are as follows: Bank entity Currency of Nominal Nominal Date of As of As of Banco Macro - pre-financing of exports ARS 147,874 67% - 88 %(*) 07/17/2023-12/27/2023 173,236 - Banco Nación - pre-financing of exports USD 28,500 2 % 10/6/2023 28,635 - Banco Córdoba - pre-financing of exports ARS 142,567 55% - 88 %(*) 01/11/2023 - 06/26/2023 156,057 - Banco Galicia - bank overdrafts ARS 18,849 144 %(*) 06/30/2023 18,849 - HSBC Bank - bank overdrafts ARS 4,625 108 %(*) 06/30/2023 4,625 - Banco Santander - bank overdrafts ARS 41,325 161 %(*) 06/30/2023 44,446 - Banco Galicia - loans ARS 99,643 35% - 85 %(*) 08/21/2023 - 01/25/2024 33,728 - HSBC Bank - loans ARS 19,508 64 %(*) 07/27/2023 14,940 - Banco Santander - loans ARS 119,001 50% - 57 %(*) 09/03/2026 - 03/04/2027 118,185 - Banco Macro - loans ARS 11,705 54 %(*) 7/12/2023 1,257 - Promissory notes USD 2,000,000 0 % 05/22/2024 - 06/25/2024 2,000,000 - Asociación mutual AMA – loans ARS 42,316 53 %(*) 07/10/2023 - 04/10/2024 51,331 - (*) Interest rates of our outstanding loans in ARS, correspond to market rates in the country of incorporation of our newly acquired subsidiary, which deems to be a hyperinflationary economy. |
Warrants Liabilities (Tables)
Warrants Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Warrants Liabilities [Abstract] | |
Schedule of Fair Value Ordinary Share of Warrants | Considering that the fair value as of June 2023 is $0.0799 per Ordinary Share, the valuation of warrants is the following: Warrants As of June 30, 2022 - Issued by the SPAC 1,666,500 Fair value remeasurement (Gain) (778,811 ) As of June 30, 2023 $ 887,689 |
Simple Agreement for Future E_2
Simple Agreement for Future Equity (“SAFE”) (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Simple Agreement for Future Equity Safe [Abstract] | |
Schedule of Financial Instruments | The following table presents the changes in Level 3 financial instruments as of June 30 of each year: 2023 2022 2021 2020 At the beginning $ 2,860,000 $ - $ - $ - Additions - 2,000,000 - - Results on the change of Fair Value of the SAFE (i) 313,346 860,000 - - SAFE Capitalization (3,173,346 ) - - - At the end $ - $ 2,860,000 $ - $ - (i) The result due to the change in the fair value of the SAFE was included in “Other financial Results”. |
Deferred Tax and Income Tax (Ta
Deferred Tax and Income Tax (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
General Information [Abstract] | |
Schedule of Net Deferred Tax Liabilities | The roll forward of net deferred tax as of June 30, 2023, 2022, 2021 and 2020 is as follows: 2023 2022 2021 2020 Balance at beginning of year $ - - - - Incorporated through the business combination 1,297,436 - - - Credited to profit & loss (234,542 ) - - - Charged to Other Comprehensive Income 8,913 - - - Balance at year end $ 1,071,807 - - - |
Schedule of Principal Statutory Taxes Rates in the Countries | Principal statutory taxes rates in the countries where the Group operates for all the years presented are: Income tax rate Tax Jurisdiction 2023 2022 2021 2020 Argentina 25%-35 % - - - Luxembourg 15 % - - - United Kingdom 19 % 19 % 19 % 19 % United States of America 21 % 21 % 21 % 21 % |
Schedule of Income Tax for Other Jurisdictions | Income tax for other jurisdictions is calculated based on the substantially enacted nominal tax rates prevailing in the respective jurisdictions. As of As of As of As of December 30, 2020 Loss before tax $ (52,023,422 ) (4,526,905 ) (1,986,814 ) (320,524 ) Corporate tax rate 15 % 19 % 19 % 19 % Income tax (benefit)/expense 7,803,513 860,112 377,495 60,900 Effect of difference tax rates subsidiaries operating in other jurisdictions 428,506 - - - Tax losses (i) (1,631,947 ) (860,112 ) (377,495 ) (60,900 ) Non-deductible expenses - listing cost (6,405,759 ) - - - Net gain on inflation effect on monetary items 52,914 - - - Income tax inflation adjustment (35,826 ) - - - Others 23,141 - - - Tax benefit for the year 234,542 - - - (i) Deferred tax assets have not been recognized, because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom. |
Schedule of Net Deferred Tax Liabilities | Net deferred tax liabilities are comprised of the following amounts: As of As of Deferred tax asset Tax loss carry-forward 292,267 - Total other receivables $ 292,267 - Deferred tax liability Customer relationship 1,346,374 - Other tax liabilities 17,700 Total deferred tax liability $ 1,364,074 - Net deferred tax liability $ 1,071,807 - |
Schedule of Accumulated Tax Loss Carryforwards | The following table shows the expiration date of the recognized accumulated tax loss carryforwards pursuant to statutes of limitations: Fiscal year Tax-loss Deferred Expiration Tax 2022 10,980 3,843 2027 Argentina 2023 824,069 288,424 2028 Argentina Total 835,049 292,267 |
Schedule of Estimated Future Taxable Profit. | Deferred tax assets have not been recognized in respect of the following items, because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom: 2023 2022 2021 2020 Tax losses per country Gross amount Tax effect Gross amount Tax effect Gross amount Tax effect Gross amount Tax effect United Kingdom 3,641,516 691,888 4,526,905 860,112 1,986,814 377,495 320,524 60,900 Luxembourg 3,267,560 620,837 - - - - - - Argentina 1,484,790 282,110 - - - - - - United States of America 195,328 37,112 - - - - - - Total 8,589,194 1,631,947 4,526,905 860,112 1,986,814 377,495 320,524 60,900 |
Financial Income _ Expenses (Ta
Financial Income / Expenses (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Financial income / expenses [Abstract] | |
Schedule of Financial Income Expenses | As of As of As of As of Financial Costs Interest expense (160,035 ) (2,130 ) - - Total Financial Costs $ (160,035 ) $ (2,130 ) $ - $ - Other financial results Exchange rate difference (1,386,599 ) (12,342 ) - - Change in fair value of Simply Agreement for Future Equity (“SAFE”) - Loss (313,346 ) (860,000 ) - - Investment gain related to money market funds 1,009,318 - - - Change in warrants 778,811 - - - Interest gain (Shareholders loan) 693,027 - - - Inflation adjustment 245,989 - - - Other 3,325 - - - Total Other financial results 1,030,525 (872,342 ) - - Total net financial income / expenses $ 870,490 $ (874,472 ) $ - $ - |
Other Operating Expense (Tables
Other Operating Expense (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Other Operating Expense [Abstract] | |
Schedule of Other Operating Expense | As of As of As of As of Taxes, duties and penalties (62,263 ) - - - Miscellaneous expenses (31,944 ) (38,985 ) (93,252 ) (2,639 ) Total other operating expense $ (94,207 ) $ (38,985 ) $ (93,252 ) (2,639 ) |
Administrative Expenses (Tables
Administrative Expenses (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Administrative Expenses [Abstract] | |
Schedule of Administrative Expenses | As of As of As of As of Audit. legal and accountancy fees (2,024,611 ) (1,355,046 ) (635,173 ) (125,867 ) Employee Stock Option Plan (1,166,755 ) (838,576 ) - - Payroll Expenses (880,830 ) (254,215 ) (10,544 ) - Insurance (428,947 ) - - - Travel Expenses (102,305 ) (52,532 ) (332 ) - Amortization (92,818 ) - - - Depreciation (4,107 ) - - - Other office and admin expenses (108,282 ) (22,861 ) (174,897 ) (2,019 ) Total Administrative expenses $ (4,808,655 ) $ (2,523,230 ) $ (820,946 ) (127,886 ) |
Research and Development Expe_2
Research and Development Expense (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Research and Development Expense [Abstract] | |
Schedule of Research and Development Expense | As of As of As of As of Professional fees (886,628 ) (373,259 ) (75,189 ) - Laboratories’ related expenses (434,551 ) (449,442 ) (526,753 ) - Amortization (1,699 ) (1,699 ) - - Other research and development expenses (28,339 ) (160,758 ) - (179,061 ) Total Research and development expenses $ (1,351,217 ) $ (985,158 ) $ (601,942 ) (179,061 ) |
Cost of sales (Tables)
Cost of sales (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Cost of Sales [Abstract] | |
Schedule of Cost of Sales | As of As of As of As of Inventories at beginning - - - - Inventories incorporated through the business combination (532,231 ) - - - Purchases (788,751 ) - - - Production costs Payroll and and professional fees (121,285 ) - - - Maintenance, energy and fuel related to fixed assets (77,495 ) - - - Amortization and depreciation (23,398 ) - - - Other production costs (31,050 ) - - - Sub-total Production costs (253,228 ) - - - Foreign currency translation 60,108 - - - Sub-total (1,514,102 ) - - - Inventories as of the end 465,748 - - - Cost of sales (1,048,354 ) - - - |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Net Loss per Share [Abstract] | |
Schedule of Net Loss Per Share | Numerator June 30, June 30, June 30, December 31, Loss for the year, attributable to the owners of the Group (51,788,880 ) (4,526,905 ) (1,986,814 ) (320,524 ) Loss attributable to the ordinary shareholders (51,788,880 ) (4,526,905 ) (1,986,814 ) (320,524 ) Denominator June 30, June 30, June 30, December 31, Weighted-average number of ordinary shares 34,466,258 31,000,000 30,239,558 29,140,000 Net loss attributable to ordinary shareholders per share June 30, June 30, June 30, December 31, Basic and Diluted (1.50 ) (0.15 ) (0.07 ) (0.01 ) |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Related Parties [Abstract] | |
Schedule of Other Related Party Transactions | In USD ($) June 30, June 30, June 30, December 31, Short-term employee benefits 39,250 96,437 109,205 38,355 Share based payment 904,861 838,576 - - |
Schedule of Share Based Payment | In USD ($) Note For the year ended For the year ended From the period From the period of August 21, 2020 through December 31, Share based payment Key management 904,861 838,576 - - CFO Shares Alloted (vi) 364,014 - - - Issue of Additional Shares Issue of share capital 15,000 - - - Issue of share premium 39,610,630 - - - Parent of the Company – Bioceres Crop Solutions Corp - - 3,000,000 - Parent of the Company – Union Group Ventures - - - 2,000,000 Parent of the Company – BG Farming Technologies - - - 2,000,000 Company’s Cash Balance in Other’s Accounts Parent of BF Farming Technologies – Bioceres S.A. - - - 300,000 100% Subsidiary of Bioceres S.A. – Bioceres LLC - - 500,000 300,000 Expenses Paid on Behalf of the Company Parent of BG Farming Technologies - Bioceres S.A. (i) - 265,810 509,628 244,029 100% Subsidiary of Bioceres S.A. - Bioceres LLC (i) 238,121 156,760 453,282 56,863 Services Provided by Other Companies 30% owned by Bioceres S.A. - INMET S.A.- Ingenieria Metabolica S.A (ii) 286 252 144,530 160,390 98.6% owned by Bioceres S.A. - INDEAR S.A.- Instituto de Agrobiotecnología Rosario (iii) 258,279 57,047 129,695 2,540 Owned by Bioceres S.A. - Agrality Inc. (iv) 5,000 85,435 - - Founded and operated by the Company’s CPO - Future Foods B.V. (v) 85,880 94,857 35,958 17,801 Moolec Science S.A. Shareholders (vii) 693,027 - - - THEO I SCSp - 1,500,000 - - (i) Expenses paid by Bioceres LLC on behalf of the Company. (ii) The Company entered into an agreement with INMET S.A.- Ingenieria Metabolica S,A through which it would receive research services in exchange for payment. (iii) The Company entered into an agreement with INDEAR S.A.- Instituto de Agrobiotecnologia Rosario where it would receive research services in exchange for payment. (iv) The Company entered into an agreement with Agrality Inc, for the provision of services. (v) The Company entered into an agreement with Future Foods B.V. for the provision of services. (vi) Shares issue related to share based payment already vested. (vii) The Company entered into an agreement with shareholders which accrues an internal rate of return. |
Schedule of other related party balances | In USD ($) Balance Balance 100% Subsidiary of Bioceres S.A. - (623,629 ) (385,508 ) Moolec S.A. Shareholders 8,763,027 - Union Group Ventures Limited (677,000 ) - INDEAR S.A. (72,494 ) - Future Foods B.V (78,337 ) - |
Financial Risk Management (Tabl
Financial Risk Management (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Financial Risk Management [Abstract] | |
Schedule of Trade and Other Receivables | The following table sets forth details of the age of trade and other receivables: As at June 30, June 30, To due become Up to 3 months $ 450,728 $ - |
Schedule of Contractual Maturity Date | The table below analyzes the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. Maturity date Within 1 Between 1 Between 2 More than Without any Total June 30, 2023 Trade Payables 7,479,614 - - - - 7,479,614 Other liabilities 1,776,438 180,197 - - 1,956,635 Financial debts 2,578,100 72,831 108,638 - - 2,759,569 Subtotal $ 11,834,152 $ 253,028 $ 108,638 $ - $ - $ 12,195,818 Warrant 887,689 - - - - 887,689 Subtotal $ 887,689 $ - $ - $ - $ - $ 887,689 Total $ 12,721,841 $ 253,028 $ 108,638 $ - $ - $ 13,083,507 June 30, 2022 Trade Payables 1,226,213 - - - - 1,226,213 Other liabilities 1,171 - - - - 1,171 Simply Agreement for Future Equity (“SAFE”) 2,860,000 - - - - 2,860,000 Subtotal $ 4,087,384 $ - $ - $ - $ - $ 4,087,384 Total $ 4,087,384 $ - $ - $ - $ $ 4,087,384 |
Schedule of Foreign Currency Exchange Risk | The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows: Assets Liabilities Currency 2023 2022 2023 2022 Argentine pesos 765,690 - 50,073 - U.S. Dollar 368,186 - 2,227,751 - Pound sterling 22,062 8,025 - - (+10%) Impact to profit or loss before tax (-10%) Impact to profit or loss before tax Assets Liabilities Currency 2023 2022 2023 2022 Argentine pesos 76,569 - (5,007 ) - U.S. Dollar 36,819 - (222,775 ) - Pound sterling 2,206 803 - - |
Schedule of Fair Value and Carrying Value of Financial Instruments | Fair value and carrying value of financial instruments: Recurring measurements Note As of As of Financial Assets Amortized costs Cash and cash equivalents (i) 2,064,079 1,081,808 Trade and other receivables (i) 10,454,301 2,061 Fair value through profit or loss Cash and cash equivalents (ii) 463,594 - Short-term investments (ii) 306,034 - Total financial assets $ 13,288,008 $ 1,083,869 Financial Liabilities Amortized costs Trade and other payables (i) 9,340,571 1,227,384 Financial debt (i) 2,645,289 - Fair value through profit or loss Simply Agreement for Future Equity (“SAFE”) - 2,860,000 Warrant liabilities (ii) 887,689 - Total financial liabilities $ 12,873,549 $ 4,087,384 Net financial asset /(liability) $ 414,459 $ (3,003,515 ) (i) Cash, short-term investments, trade and other receivables, prepayments, trade and other payables, and loans payable are recorded at carrying value, which approximates fair value due to their short-term nature and generally negligible credit losses. (ii) Fair value of short-term investment and warrants has been determined using the quoted market price at the year end (level 1). |
Schedule of Fixed-Rate Instruments | The Group has not entered into derivative contracts to hedge this exposure. Fixed-rate instruments As of As of As of Current financial liabilities (2,546,243 ) - - Non-current financial liabilities (99,046 ) - - |
General Information (Details)
General Information (Details) - USD ($) | 12 Months Ended | |
Dec. 27, 2022 | Jun. 30, 2023 | |
General Information (Details) [Line Items] | ||
Ordinary shares | 32,500,000 | |
Price per share | $ 0.01 | |
Common stock exercised | 2,572,848 | |
Redemption price | $ 10.23 | |
Aggregate redemption | $ 26,300,000 | |
Trust account | $ 1,988,975 | |
Sponsor shares | 200,276 | |
Contributed amount | $ 4,005,520 | |
Share based payment cost | 42,705,061 | |
Negative Working Capital | $ 7,427,356 | |
Moolec SAFE [Member] | ||
General Information (Details) [Line Items] | ||
Ordinary shares | 262,260 | |
Price per share | $ 0.01 | |
UGVL and Theo [Member] | ||
General Information (Details) [Line Items] | ||
Ordinary shares | 400,552 |
Business Combination (Details)
Business Combination (Details) - USD ($) | 12 Months Ended | |
Apr. 24, 2023 | Jun. 30, 2023 | |
Business Combination [Abstract] | ||
Total aggregate amount | $ 2,600,000 | |
Combination of cash | 2,400,000 | $ 200,000 |
Cash payments | 1,900,000 | |
Cash payment | $ 500,000 | |
Equity (in Shares) | 64,093 | 384,558 |
Shares equivalent | $ 1,700,000 | |
Experience years | 10 years | |
Pro-forma revenue | $ 5,043,956 |
Business Combination (Details)
Business Combination (Details) - Schedule of Net Assets Acquired and Goodwill | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Purchase consideration: | |
Cash paid | $ 1,931,112 |
Deferred Payment after 6 months | 488,431 |
Payment in kind after 12 months | 217,916 |
Total purchase consideration | $ 2,637,458 |
Business Combination (Details_2
Business Combination (Details) - Schedule of Assets and Liabilities Recognised - Fair Value [Member] | 12 Months Ended | |
Jun. 30, 2023 USD ($) | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Cash and Banks | $ 228 | |
Accounts Receivable | 316,972 | |
Other Receivable | 1,044,808 | |
Inventory | 532,231 | |
Property, Plant, and Equipment | 1,138,026 | |
Intangible Assets | 3,824,054 | |
Right-of-use of assets | 43,507 | |
Accounts Payable | (1,384,980) | |
Current Financial Debt | (1,176,089) | |
Current Other Liabilities | (356,757) | |
Non-current Financial Debt | (119,464) | |
Non-current Other Liabilities | (177,367) | |
Deferred Tax Liability | (1,297,436) | |
Net identifiable assets acquired | 2,387,733 | |
Goodwill recognized (i) | 249,725 | [1] |
Net assets acquired | $ 2,637,458 | |
[1]The goodwill is attributable to the expected future synergies from combining operations as well as an assembled workforce, which does not qualify for separate recognition. The Company expects that the ValoraSoy Acquisition will help to accelerate its growth in the food ingredients industry by expanding its commercial network with a top-notch sales team and complementing its Molecular Farming Platform with industrial capacity and downstream operations, in addition to adding a highly experienced team of professionals. It will not be deductible for tax purposes. |
Accounting Standards and Basi_2
Accounting Standards and Basis of Preparation (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2023 | Apr. 30, 2023 | Jun. 30, 2018 | Jun. 30, 2023 | |
Accounting standards and Basis of preparation [Abstract] | ||||
Cumulative inflation rate | 100% | |||
Accumulated | 3 years | |||
Inflation accumulated | 100% | |||
Argentine price indexes | $ 1,709.6115 | $ 1,497.2147 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of shares to be issued of contingent payment (in Shares) | 384,558 | |
Shares equivalent amount (in Dollars) | $ 1.7 | |
Participation percentage | 50% | |
Bottom of range [member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Discount rate | 10% | |
Top of range [member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Discount rate | 20% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives of Property, Plant and Equipment | 12 Months Ended |
Jun. 30, 2023 | |
Storage [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives of Property, Plant and Equipment [Line Items] | |
Property, plant and equipment | 20 years |
Machinery and equipment [Member] | Bottom of range [member] | |
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives of Property, Plant and Equipment [Line Items] | |
Property, plant and equipment | 10 years |
Machinery and equipment [Member] | Top of range [member] | |
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives of Property, Plant and Equipment [Line Items] | |
Property, plant and equipment | 20 years |
Vehicles [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives of Property, Plant and Equipment [Line Items] | |
Property, plant and equipment | 5 years |
Furniture [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives of Property, Plant and Equipment [Line Items] | |
Property, plant and equipment | 10 years |
Computer equipment [Member] | Bottom of range [member] | |
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives of Property, Plant and Equipment [Line Items] | |
Property, plant and equipment | 3 years |
Computer equipment [Member] | Top of range [member] | |
Summary of Significant Accounting Policies (Details) - Schedule of Useful Lives of Property, Plant and Equipment [Line Items] | |
Property, plant and equipment | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Financial Statements | 12 Months Ended | |
Jun. 30, 2023 | ||
Moolec Science Limited [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Financial Statements [Line Items] | ||
Principal activities | Investment in subsidiaries | [1] |
Country of incorporation and principal place of business | United Kingdom | [1] |
% Equity interest as of June 30, 2023 | 100% | [1] |
LightJump Acquisition Corporation [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Financial Statements [Line Items] | ||
Principal activities | Investment in subsidiaries | |
Country of incorporation and principal place of business | USA | |
% Equity interest as of June 30, 2023 | 100% | |
ValoraSoy S.A. [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Financial Statements [Line Items] | ||
Principal activities | Investment in subsidiaries | [2] |
Country of incorporation and principal place of business | Argentina | [2] |
% Equity interest as of June 30, 2023 | 100% | [2] |
AG Biomolecules LLC (DE) [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Financial Statements [Line Items] | ||
Principal activities | Investment in subsidiaries | |
Country of incorporation and principal place of business | USA | |
% Equity interest as of June 30, 2023 | 100% | |
Microo Foods Ingredients S.L. [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Financial Statements [Line Items] | ||
Principal activities | Investment in joint arrangements | [3] |
Country of incorporation and principal place of business | Spain | [3] |
% Equity interest as of June 30, 2023 | 50% | [3] |
[1]Moolec Science Limited has a branch office in Argentina, Moolec Science Limited S.E.[2]Incorporated through the acquisition on April 24, 2023.[3]During December 2022, the Company agreed to participate in a joint arrangement with the 50% of participation of the newly created company named Microo Food Ingredients Sociedad Limitada. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Non-Current Assets Other than Financial Instruments - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Summary of Significant Accounting Policies (Details) - Schedule of Non-Current Assets Other than Financial Instruments [Line Items] | ||
Total non-current assets other than financial instruments | $ 9,956,426 | $ 4,607,848 |
Lux [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Non-Current Assets Other than Financial Instruments [Line Items] | ||
Total non-current assets other than financial instruments | 251,440 | |
United Kingdom [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Non-Current Assets Other than Financial Instruments [Line Items] | ||
Total non-current assets other than financial instruments | 4,774,320 | $ 4,607,848 |
Argentina [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Non-Current Assets Other than Financial Instruments [Line Items] | ||
Total non-current assets other than financial instruments | $ 4,930,666 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Intangible Assets (Details) - Schedule of Intangible Assets [Line Items] | |||||
Cost | $ 8,613,615 | $ 4,598,930 | $ 4,598,930 | ||
Accumulated Amortization | (94,517) | ||||
Net book amount | 8,519,098 | 4,598,930 | 4,598,930 | ||
Year ended June 30, 2021 | |||||
Opening net book amount | 4,598,930 | 4,598,930 | |||
Additions | 164,362 | 4,598,930 | |||
Acquisitions through business combinations | 3,824,054 | ||||
Effect of changes in foreign exchange rates | 26,269 | ||||
Amortization (i) | [1] | (94,517) | |||
Closing net book amount | 8,519,098 | 4,598,930 | 4,598,930 | ||
Gamma Linolenic Acid (“GLA’) assets and licensing rights to Arachidonic Acid (“ARA”) [Member] | |||||
Intangible Assets (Details) - Schedule of Intangible Assets [Line Items] | |||||
Cost | 3,101,033 | 3,000,000 | 3,000,000 | ||
Accumulated Amortization | |||||
Net book amount | 3,101,033 | 3,000,000 | 3,000,000 | ||
Year ended June 30, 2021 | |||||
Opening net book amount | 3,000,000 | 3,000,000 | |||
Additions | 101,033 | 3,000,000 | |||
Acquisitions through business combinations | |||||
Effect of changes in foreign exchange rates | |||||
Amortization (i) | [1] | ||||
Closing net book amount | 3,101,033 | 3,000,000 | 3,000,000 | ||
SPC® technology [Member] | |||||
Intangible Assets (Details) - Schedule of Intangible Assets [Line Items] | |||||
Cost | 1,662,259 | 1,598,930 | 1,598,930 | ||
Accumulated Amortization | |||||
Net book amount | 1,662,259 | 1,598,930 | 1,598,930 | ||
Year ended June 30, 2021 | |||||
Opening net book amount | 1,598,930 | 1,598,930 | |||
Additions | 63,329 | 1,598,930 | |||
Acquisitions through business combinations | |||||
Effect of changes in foreign exchange rates | |||||
Amortization (i) | [1] | ||||
Closing net book amount | 1,662,259 | 1,598,930 | 1,598,930 | ||
Customer relationship [Member] | |||||
Intangible Assets (Details) - Schedule of Intangible Assets [Line Items] | |||||
Cost | 3,845,244 | ||||
Accumulated Amortization | (93,247) | ||||
Net book amount | 3,751,997 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Additions | |||||
Acquisitions through business combinations | 3,819,009 | ||||
Effect of changes in foreign exchange rates | 26,235 | ||||
Amortization (i) | [1] | (93,247) | |||
Closing net book amount | 3,751,997 | ||||
Software License [Member] | |||||
Intangible Assets (Details) - Schedule of Intangible Assets [Line Items] | |||||
Cost | 5,079 | ||||
Accumulated Amortization | (1,270) | ||||
Net book amount | 3,809 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Additions | |||||
Acquisitions through business combinations | 5,045 | ||||
Effect of changes in foreign exchange rates | 34 | ||||
Amortization (i) | [1] | (1,270) | |||
Closing net book amount | $ 3,809 | ||||
[1]The charge of the amortization is included in Administrative expenses and Research and development expenses (see notes 24 and 25). |
Fixed Assets (Details) - Schedu
Fixed Assets (Details) - Schedule of Fixed Assets - USD ($) | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | ||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | $ 1,142,082 | $ 8,918 | $ 10,617 | ||
Accumulated Depreciation | 1,142,082 | 8,918 | 10,617 | ||
Net book amount | 1,142,082 | 8,918 | 10,617 | ||
Year ended June 30, 2021 | |||||
Opening net book amount | 8,918 | 10,617 | |||
Acquisitions through business combinations, net | 1,138,026 | ||||
Effect of changes in foreign exchange rates | 7,819 | ||||
Depreciation | [1] | (27,505) | (1,699) | ||
Additions | 14,824 | 10,617 | |||
Closing net book amount | 1,142,082 | 8,918 | 10,617 | ||
Chymosin osmosis equipment [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 7,219 | 8,918 | 10,617 | ||
Accumulated Depreciation | 7,219 | 8,918 | 10,617 | ||
Net book amount | 7,219 | 8,918 | 10,617 | ||
Year ended June 30, 2021 | |||||
Opening net book amount | 8,918 | 10,617 | |||
Acquisitions through business combinations, net | |||||
Effect of changes in foreign exchange rates | |||||
Depreciation | [1] | (1,699) | (1,699) | ||
Additions | 10,617 | ||||
Closing net book amount | 7,219 | 8,918 | 10,617 | ||
Vehicles [member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 24,037 | ||||
Accumulated Depreciation | 24,037 | ||||
Net book amount | 24,037 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Acquisitions through business combinations, net | 25,464 | ||||
Effect of changes in foreign exchange rates | 176 | ||||
Depreciation | [1] | (1,603) | |||
Additions | |||||
Closing net book amount | 24,037 | ||||
Furniture [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 5,083 | ||||
Accumulated Depreciation | 5,083 | ||||
Net book amount | 5,083 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Acquisitions through business combinations, net | 5,154 | ||||
Effect of changes in foreign exchange rates | 35 | ||||
Depreciation | [1] | (106) | |||
Additions | |||||
Closing net book amount | 5,083 | ||||
Storage [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 57,604 | ||||
Accumulated Depreciation | 57,604 | ||||
Net book amount | 57,604 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Acquisitions through business combinations, net | 49,281 | ||||
Effect of changes in foreign exchange rates | 340 | ||||
Depreciation | [1] | (1,160) | |||
Additions | 9,143 | ||||
Closing net book amount | 57,604 | ||||
Computer equipment [member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 7,606 | ||||
Accumulated Depreciation | 7,606 | ||||
Net book amount | 7,606 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Acquisitions through business combinations, net | 2,633 | ||||
Effect of changes in foreign exchange rates | (9) | ||||
Depreciation | [1] | (699) | |||
Additions | 5,681 | ||||
Closing net book amount | 7,606 | ||||
Machinery [member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 1,040,533 | ||||
Accumulated Depreciation | 1,040,533 | ||||
Net book amount | 1,040,533 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Acquisitions through business combinations, net | 1,055,494 | ||||
Effect of changes in foreign exchange rates | 7,277 | ||||
Depreciation | [1] | (22,238) | |||
Additions | |||||
Closing net book amount | 1,040,533 | ||||
Cost [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 1,171,286 | 10,617 | 10,617 | ||
Accumulated Depreciation | 1,171,286 | 10,617 | 10,617 | ||
Net book amount | 1,171,286 | 10,617 | 10,617 | ||
Year ended June 30, 2021 | |||||
Opening net book amount | 10,617 | 10,617 | |||
Closing net book amount | 1,171,286 | 10,617 | 10,617 | ||
Cost [Member] | Chymosin osmosis equipment [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 10,617 | 10,617 | 10,617 | ||
Accumulated Depreciation | 10,617 | 10,617 | 10,617 | ||
Net book amount | 10,617 | 10,617 | 10,617 | ||
Year ended June 30, 2021 | |||||
Opening net book amount | 10,617 | 10,617 | |||
Closing net book amount | 10,617 | 10,617 | 10,617 | ||
Cost [Member] | Vehicles [member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 25,640 | ||||
Accumulated Depreciation | 25,640 | ||||
Net book amount | 25,640 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | 25,640 | ||||
Cost [Member] | Furniture [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 5,189 | ||||
Accumulated Depreciation | 5,189 | ||||
Net book amount | 5,189 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | 5,189 | ||||
Cost [Member] | Storage [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 58,764 | ||||
Accumulated Depreciation | 58,764 | ||||
Net book amount | 58,764 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | 58,764 | ||||
Cost [Member] | Computer equipment [member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 8,305 | ||||
Accumulated Depreciation | 8,305 | ||||
Net book amount | 8,305 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | 8,305 | ||||
Cost [Member] | Machinery [member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 1,062,771 | ||||
Accumulated Depreciation | 1,062,771 | ||||
Net book amount | 1,062,771 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | 1,062,771 | ||||
Accumulated Depreciation [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | (29,204) | (1,699) | |||
Accumulated Depreciation | (29,204) | (1,699) | |||
Net book amount | (29,204) | (1,699) | |||
Year ended June 30, 2021 | |||||
Opening net book amount | (1,699) | ||||
Closing net book amount | (29,204) | (1,699) | |||
Accumulated Depreciation [Member] | Chymosin osmosis equipment [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | (3,398) | (1,699) | |||
Accumulated Depreciation | (3,398) | (1,699) | |||
Net book amount | (3,398) | (1,699) | |||
Year ended June 30, 2021 | |||||
Opening net book amount | (1,699) | ||||
Closing net book amount | (3,398) | (1,699) | |||
Accumulated Depreciation [Member] | Vehicles [member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | (1,603) | ||||
Accumulated Depreciation | (1,603) | ||||
Net book amount | (1,603) | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | (1,603) | ||||
Accumulated Depreciation [Member] | Furniture [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | (106) | ||||
Accumulated Depreciation | (106) | ||||
Net book amount | (106) | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | (106) | ||||
Accumulated Depreciation [Member] | Storage [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | (1,160) | ||||
Accumulated Depreciation | (1,160) | ||||
Net book amount | (1,160) | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | (1,160) | ||||
Accumulated Depreciation [Member] | Computer equipment [member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | (699) | ||||
Accumulated Depreciation | (699) | ||||
Net book amount | (699) | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | (699) | ||||
Accumulated Depreciation [Member] | Machinery [member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | (22,238) | ||||
Accumulated Depreciation | (22,238) | ||||
Net book amount | (22,238) | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | (22,238) | ||||
Net book amount [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 1,142,082 | 8,918 | 10,617 | ||
Accumulated Depreciation | 1,142,082 | 8,918 | 10,617 | ||
Net book amount | 1,142,082 | 8,918 | 10,617 | ||
Year ended June 30, 2021 | |||||
Opening net book amount | 8,918 | 10,617 | |||
Closing net book amount | 1,142,082 | 8,918 | 10,617 | ||
Net book amount [Member] | Chymosin osmosis equipment [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 7,219 | 8,918 | 10,617 | ||
Accumulated Depreciation | 7,219 | 8,918 | 10,617 | ||
Net book amount | 7,219 | 8,918 | 10,617 | ||
Year ended June 30, 2021 | |||||
Opening net book amount | 8,918 | 10,617 | |||
Closing net book amount | 7,219 | 8,918 | 10,617 | ||
Net book amount [Member] | Vehicles [member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 24,037 | ||||
Accumulated Depreciation | 24,037 | ||||
Net book amount | 24,037 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | 24,037 | ||||
Net book amount [Member] | Furniture [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 5,083 | ||||
Accumulated Depreciation | 5,083 | ||||
Net book amount | 5,083 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | 5,083 | ||||
Net book amount [Member] | Storage [Member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 57,604 | ||||
Accumulated Depreciation | 57,604 | ||||
Net book amount | 57,604 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | 57,604 | ||||
Net book amount [Member] | Computer equipment [member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 7,606 | ||||
Accumulated Depreciation | 7,606 | ||||
Net book amount | 7,606 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | 7,606 | ||||
Net book amount [Member] | Machinery [member] | |||||
Fixed Assets (Details) - Schedule of Fixed Assets [Line Items] | |||||
Cost | 1,040,533 | ||||
Accumulated Depreciation | 1,040,533 | ||||
Net book amount | 1,040,533 | ||||
Year ended June 30, 2021 | |||||
Opening net book amount | |||||
Closing net book amount | $ 1,040,533 | ||||
[1]The depreciation charge is included in Administrative expenses and Cost of sales (see notes 24 and 26). |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Goodwill - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Goodwill [Abstract] | ||
Goodwill | $ 251,440 | |
Total Goodwill | $ 251,440 |
Right of Use of Assets (Details
Right of Use of Assets (Details) | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Right-of-Use of Assets [Abstract] | |
Original amount | $ 43,507 |
Right of Use of Assets (Detai_2
Right of Use of Assets (Details) - Schedule of Right of Use of Assets | 12 Months Ended | |
Jun. 30, 2023 USD ($) | ||
Schedule of Right-of-Use of Assets [Abstract] | ||
As of June 30, 2022 | ||
Acquisitions through business combinations (i) | 43,507 | [1] |
Effect of changes in foreign exchange rates | 299 | |
As of June 30, 2023 | $ 43,806 | |
[1]Through the ValoraSoy acquisition, the Group acquired a parcel of land for an original amount of $ 43,507. |
Other Non-Current Receivables_2
Other Non-Current Receivables (Details) | 12 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Other Non-Current Receivables (Details) [Line Items] | |
Ordinary shares issued | 32,500,000 |
Aggregate purchase price (in Dollars) | $ | $ 15,000,000 |
Purchase payment term | 5 years |
Internal rate percentage | 13.20% |
Top of range [Member] | |
Other Non-Current Receivables (Details) [Line Items] | |
Ordinary shares issued | 2,354,069 |
Bottom of range [Member] | |
Other Non-Current Receivables (Details) [Line Items] | |
Ordinary shares issued | 1,500,000 |
Moolec Science Limited [Member] | |
Other Non-Current Receivables (Details) [Line Items] | |
Ordinary shares issued | 2,354,069 |
Other Non-Current Receivables_3
Other Non-Current Receivables (Details) - Schedule of Other Non-Current Receivables - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule Of Other Non Current Receivables [Abstract] | ||
Receivables with shareholders | $ 8,763,027 | |
Total Other Non-Current receivables | $ 8,763,027 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - Schedule of Cash and Cash Equivalents - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of cash and cash equivalents [Abstract] | ||
Cash | $ 2,443 | |
Bank accounts | 2,061,636 | $ 1,081,808 |
Short-term investments | 463,594 | |
Total cash and cash equivalents | $ 2,527,673 | $ 1,081,808 |
Short Term Investments (Details
Short Term Investments (Details) - Schedule of Short Term Investments - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Short Term Investments [Abstract] | ||
Mutual funds | $ 306,034 | |
Total Short-term investments | $ 306,034 |
Trade Receivable and Other Cu_3
Trade Receivable and Other Current Receivables (Details) - Schedule of Trade Receivable - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule Of Trade Receivable Abstract | ||
Accounts receivable | $ 361,097 | |
Total Trade receivable | $ 361,097 |
Trade Receivable and Other Cu_4
Trade Receivable and Other Current Receivables (Details) - Schedule of Other Current Receivables - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Other Current Receivables [Abstract] | ||
Taxes | $ 952,953 | |
Others | 377,224 | |
Total Other current receivables | $ 1,330,177 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Inventories [Abstract] | ||
Raw materials | $ 179,368 | |
Finished goods | 286,380 | |
Total Inventories | $ 465,748 |
Share Capital and Share Premi_3
Share Capital and Share Premium (Details) - USD ($) | Jun. 30, 2023 | Apr. 14, 2023 |
Share Capital and Share Premium [Abstract] | ||
Share capital stock and share premium amounts | $ 66,996,982 | |
Equivalent | $ 50,000,000 | |
Share purchase Agreement over period | 36 months | |
Shares issued (in Shares) | 3,600 | |
Share Purchase Agreement | $ 10,647 |
Share Capital and Share Premi_4
Share Capital and Share Premium (Details) - Schedule of Reconciliation of Share Capital and Share Premium - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share Capital and Share Premium (Details) - Schedule of Reconciliation of Share Capital and Share Premium [Line Items] | ||||
Number of shares,Opening balance (in Shares) | 29,140,000 | 31,000,000 | 31,000,000 | |
Shares issued amount,Opening balance | $ 291,400 | $ 310,000 | $ 310,000 | |
Shares to be issued amount,Opening balance | ||||
Share Premium,Opening balance | $ 4,308,600 | $ 7,290,000 | $ 7,290,000 | |
Number of shares, Issue of share capital (in Shares) | 29,140,000 | 1,860,000 | 3,519 | |
Shares issued amount, Issue of share capital | $ 291,400 | $ 18,600 | $ 36 | |
Shares to be issued amount, Issue of share capital | ||||
Share Premium, Issue of share capital | $ 4,308,600 | $ 2,981,400 | $ 10,647 | |
Number of shares, From business acquisition (in Shares) | ||||
Shares issued amount, From business acquisition | ||||
Shares to be issued amount, From business acquisition | 641 | |||
Share Premium, From business acquisition | $ 217,275 | |||
Number of shares, Equity settled share based payment (in Shares) | 232,523 | |||
Shares issued amount, Equity settled share based payment | $ 2,326 | |||
Shares to be issued amount, Equity settled share based payment | 2,427 | |||
Share Premium, Equity settled share based payment | $ 593,684 | |||
Number of shares, Ending balance (in Shares) | 29,140,000 | 31,000,000 | 37,563,768 | 31,000,000 |
Shares issued amount, Ending balance | $ 291,400 | $ 310,000 | $ 375,641 | $ 310,000 |
Shares to be issued amount, Ending balance | 3,068 | |||
Share Premium, Ending balance | $ 4,308,600 | $ 7,290,000 | $ 66,996,982 | $ 7,290,000 |
Issue of share capital (Moolec Science shares) [Member] | ||||
Share Capital and Share Premium (Details) - Schedule of Reconciliation of Share Capital and Share Premium [Line Items] | ||||
Number of shares, Issue of share capital (in Shares) | 1,500,000 | |||
Shares issued amount, Issue of share capital | $ 15,000 | |||
Shares to be issued amount, Issue of share capital | ||||
Share Premium, Issue of share capital | $ 8,105,000 | |||
Issue of share capital (SAFE shares) [Member] | ||||
Share Capital and Share Premium (Details) - Schedule of Reconciliation of Share Capital and Share Premium [Line Items] | ||||
Number of shares, Issue of share capital (in Shares) | 262,260 | |||
Shares issued amount, Issue of share capital | $ 2,623 | |||
Shares to be issued amount, Issue of share capital | ||||
Share Premium, Issue of share capital | $ 3,170,723 | |||
Issue of share capital (LightJump shares) [Member] | ||||
Share Capital and Share Premium (Details) - Schedule of Reconciliation of Share Capital and Share Premium [Line Items] | ||||
Number of shares, Issue of share capital (in Shares) | 3,363,810 | |||
Shares issued amount, Issue of share capital | $ 33,639 | |||
Shares to be issued amount, Issue of share capital | ||||
Share Premium, Issue of share capital | $ 39,610,630 | |||
Issue of share capital (Backstop shares) [Member] | ||||
Share Capital and Share Premium (Details) - Schedule of Reconciliation of Share Capital and Share Premium [Line Items] | ||||
Number of shares, Issue of share capital (in Shares) | 1,201,656 | |||
Shares issued amount, Issue of share capital | $ 12,017 | |||
Shares to be issued amount, Issue of share capital | ||||
Share Premium, Issue of share capital | $ 7,999,023 |
Share Based Payment (Details)
Share Based Payment (Details) | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Share Based Payment (Details) [Line Items] | |
Constant value percentage | 2% |
Options recognized amount | $ | $ 508,149 |
Group 1 Granted [Member] | |
Share Based Payment (Details) [Line Items] | |
Ordinary shares | shares | 579,078 |
Exercise price | $ / shares | $ 1.52 |
Group 2 Granted [Member] | |
Share Based Payment (Details) [Line Items] | |
Ordinary shares | shares | 346,555 |
Exercise price | $ / shares | $ 8 |
Group 3 Granted [Member] | |
Share Based Payment (Details) [Line Items] | |
Ordinary shares | shares | 700,000 |
Exercise price | $ / shares | $ 4.25 |
Share Based Payment (Details) -
Share Based Payment (Details) - Schedule and the Possible Dilutive Effect of the Future Exercise of Options | 12 Months Ended |
Jun. 30, 2023 $ / shares | |
Group 1 [Member] | |
Share Based Payment (Details) - 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 | $1.52 |
Expected volatility | 70% |
Dividend rate | |
Reference risk-free interest rate | 3% |
Plan duration | 10 years |
Fair value of stock options at measurement date | 9 years 1 month 9 days |
Group 2 [Member] | |
Share Based Payment (Details) - 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 | $8.00 |
Expected volatility | 70% |
Dividend rate | |
Reference risk-free interest rate | 3% |
Plan duration | 10 years |
Fair value of stock options at measurement date | 7 years 3 months |
Group 3 [Member] | |
Share Based Payment (Details) - Schedule and the Possible Dilutive Effect of the Future Exercise of Options [Line Items] | |
Fair value of shares (in Dollars per share) | $ 2.97 |
Exercise price | $4.25 |
Expected volatility | 70% |
Dividend rate | |
Reference risk-free interest rate | 4.25% |
Plan duration | 10 years |
Fair value of stock options at measurement date | 2 years 14 days |
Share Based Payment (Details)_2
Share Based Payment (Details) - Schedule of Amount and Exercise Price and the Movements of the Stock Options of Executives and Managers | 12 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Group 1 [Member] | |
Share Based Payment (Details) - Schedule of Amount and Exercise Price and the Movements of the Stock Options of Executives and Managers [Line Items] | |
Number of options, At the beginning | shares | |
Exercise price, At the beginning | $ / shares | |
Number of options, Granted during the period | shares | 579,078 |
Exercise price, Granted during the period | $ / shares | $ 1.52 |
Number of options, Forfeited during the period | shares | |
Exercise price, Forfeited during the period | $ / shares | |
Number of options, Exercised during the period | shares | 253,252 |
Exercise price, Exercised during the period | $ / shares | $ 1.52 |
Number of options, Expired during the period | shares | |
Exercise price, Expired during the period | $ / shares | |
Number of options,At the ending | shares | 325,826 |
Exercise price, At the ending | $ / shares | $ 1.52 |
Group 2 [Member] | |
Share Based Payment (Details) - Schedule of Amount and Exercise Price and the Movements of the Stock Options of Executives and Managers [Line Items] | |
Number of options, At the beginning | shares | |
Exercise price, At the beginning | $ / shares | |
Number of options, Granted during the period | shares | 346,555 |
Exercise price, Granted during the period | $ / shares | $ 8 |
Number of options, Forfeited during the period | shares | |
Exercise price, Forfeited during the period | $ / shares | |
Number of options, Exercised during the period | shares | 139,957 |
Exercise price, Exercised during the period | $ / shares | $ 8 |
Number of options, Expired during the period | shares | |
Exercise price, Expired during the period | $ / shares | |
Number of options,At the ending | shares | 206,598 |
Exercise price, At the ending | $ / shares | $ 8 |
Group 3 [Member] | |
Share Based Payment (Details) - Schedule of Amount and Exercise Price and the Movements of the Stock Options of Executives and Managers [Line Items] | |
Number of options, At the beginning | shares | |
Exercise price, At the beginning | $ / shares | |
Number of options, Granted during the period | shares | 700,000 |
Exercise price, Granted during the period | $ / shares | $ 4.25 |
Number of options, Forfeited during the period | shares | |
Exercise price, Forfeited during the period | $ / shares | |
Number of options, Exercised during the period | shares | |
Exercise price, Exercised during the period | $ / shares | |
Number of options, Expired during the period | shares | |
Exercise price, Expired during the period | $ / shares | |
Number of options,At the ending | shares | 700,000 |
Exercise price, At the ending | $ / shares | $ 4.25 |
Accounts Payable and Other Cu_3
Accounts Payable and Other Current and Non-Current Liabilities (Details) - Schedule of Accounts Payable - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Schedule of Accounts Payable [Abstract] | ||
Transaction expenses payable | $ 3,579,057 | $ 485,735 |
Related parties | 774,460 | 385,508 |
Accruals | 787,010 | 190,843 |
Trade payables | 2,339,087 | 164,127 |
Total Accounts payable | 7,479,614 | 1,226,213 |
Related parties | 677,000 | |
Deferred payment related to Business Combination | 492,799 | |
Wages | 221,141 | |
Taxes | 21,783 | |
Pay As You Earn (PAYE) | 1,551 | 1,171 |
Others | 271,371 | |
Total Other current liabilities | 1,685,645 | 1,171 |
Others | 175,312 | |
Other non-current liabilities | $ 175,312 |
Financial Debt (Details) - Sche
Financial Debt (Details) - Schedule of Financial Debt - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Financial Debt (Details) - Schedule of Financial Debt [Line Items] | ||
Total Current Financial Debt | $ 2,546,243 | |
Financial Debt denominated in Argentine Pesos [Member] | ||
Financial Debt (Details) - Schedule of Financial Debt [Line Items] | ||
Total Current Financial Debt | 517,743 | |
Financial Debt denominated in US Dollars [Member] | ||
Financial Debt (Details) - Schedule of Financial Debt [Line Items] | ||
Total Current Financial Debt | $ 2,028,500 |
Financial Debt (Details) - Sc_2
Financial Debt (Details) - Schedule of Book Value is Reasonably Approximate to the Fair Value given its Short-Term Nature - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Financial Debt (Details) - Schedule of Book Value is Reasonably Approximate to the Fair Value given its Short-Term Nature [Line Items] | ||
Total Non-current Financial Debt | $ 99,046 | |
Financial Debt denominated in Argentine Pesos [Member] | ||
Financial Debt (Details) - Schedule of Book Value is Reasonably Approximate to the Fair Value given its Short-Term Nature [Line Items] | ||
Total Non-current Financial Debt | $ 99,046 |
Financial Debt (Details) - Sc_3
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | |
Banco Macro - Pre-Financing of Exports [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Currency of denomination | ARS | ||
Nominal value (equivalent in USD) | $ 147,874 | ||
Outstanding loans balance | $ 173,236 | ||
Banco Macro - Pre-Financing of Exports [Member] | Bottom of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 67% | |
Date of maturity | 07/17/2023 | ||
Banco Macro - Pre-Financing of Exports [Member] | Top of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 88% | |
Date of maturity | 12/27/2023 | ||
Banco Nación - Pre-Financing of Exports [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Currency of denomination | USD | ||
Nominal value (equivalent in USD) | $ 28,500 | ||
Date of maturity | 10/6/2023 | ||
Outstanding loans balance | $ 28,635 | ||
Banco Nación - Pre-Financing of Exports [Member] | Bottom of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | 2% | ||
Banco Nación - Pre-Financing of Exports [Member] | Top of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | 2% | ||
Banco Córdoba - Pre-Financing of Exports [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Currency of denomination | ARS | ||
Nominal value (equivalent in USD) | $ 142,567 | ||
Outstanding loans balance | $ 156,057 | ||
Banco Córdoba - Pre-Financing of Exports [Member] | Bottom of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 55% | |
Date of maturity | 01/11/2023 | ||
Banco Córdoba - Pre-Financing of Exports [Member] | Top of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 88% | |
Date of maturity | 06/26/2023 | ||
Banco Galicia - Bank Overdrafts [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Currency of denomination | ARS | ||
Nominal value (equivalent in USD) | $ 18,849 | ||
Date of maturity | 06/30/2023 | ||
Outstanding loans balance | $ 18,849 | ||
Banco Galicia - Bank Overdrafts [Member] | Bottom of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 144% | |
Banco Galicia - Bank Overdrafts [Member] | Top of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 144% | |
HSBC Bank - Bank Overdrafts [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Currency of denomination | ARS | ||
Nominal value (equivalent in USD) | $ 4,625 | ||
Date of maturity | 06/30/2023 | ||
Outstanding loans balance | $ 4,625 | ||
HSBC Bank - Bank Overdrafts [Member] | Bottom of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 108% | |
HSBC Bank - Bank Overdrafts [Member] | Top of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 108% | |
Banco Santander - Bank Overdrafts [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Currency of denomination | ARS | ||
Nominal value (equivalent in USD) | $ 41,325 | ||
Date of maturity | 06/30/2023 | ||
Outstanding loans balance | $ 44,446 | ||
Banco Santander - Bank Overdrafts [Member] | Bottom of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 161% | |
Banco Santander - Bank Overdrafts [Member] | Top of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 161% | |
Banco Galicia - Loans [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Currency of denomination | ARS | ||
Nominal value (equivalent in USD) | $ 99,643 | ||
Outstanding loans balance | $ 33,728 | ||
Banco Galicia - Loans [Member] | Bottom of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 35% | |
Date of maturity | 08/21/2023 | ||
Banco Galicia - Loans [Member] | Top of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 85% | |
Date of maturity | 01/25/2024 | ||
HSBC Bank - Loans [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Currency of denomination | ARS | ||
Nominal value (equivalent in USD) | $ 19,508 | ||
Date of maturity | 07/27/2023 | ||
Outstanding loans balance | $ 14,940 | ||
HSBC Bank - Loans [Member] | Bottom of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 64% | |
HSBC Bank - Loans [Member] | Top of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 64% | |
Banco Santander - Loans [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Currency of denomination | ARS | ||
Nominal value (equivalent in USD) | $ 119,001 | ||
Outstanding loans balance | $ 118,185 | ||
Banco Santander - Loans [Member] | Bottom of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 50% | |
Date of maturity | 09/03/2026 | ||
Banco Santander - Loans [Member] | Top of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 57% | |
Date of maturity | 03/04/2027 | ||
Banco Macro - Loans [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Currency of denomination | ARS | ||
Nominal value (equivalent in USD) | $ 11,705 | ||
Date of maturity | 7/12/2023 | ||
Outstanding loans balance | $ 1,257 | ||
Banco Macro - Loans [Member] | Bottom of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 54% | |
Banco Macro - Loans [Member] | Top of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 54% | |
Promissory Notes [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Currency of denomination | USD | ||
Nominal value (equivalent in USD) | $ 2,000,000 | ||
Outstanding loans balance | $ 2,000,000 | ||
Promissory Notes [Member] | Bottom of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | 0% | ||
Date of maturity | 05/22/2024 | ||
Promissory Notes [Member] | Top of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | 0% | ||
Date of maturity | 06/25/2024 | ||
Asociación Mutual AMA – Loans [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Currency of denomination | ARS | ||
Nominal value (equivalent in USD) | $ 42,316 | ||
Outstanding loans balance | $ 51,331 | ||
Asociación Mutual AMA – Loans [Member] | Bottom of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 53% | |
Date of maturity | 07/10/2023 | ||
Asociación Mutual AMA – Loans [Member] | Top of Range [Member] | |||
Financial Debt (Details) - Schedule of Terms and Conditions of Outstanding Loans [Line Items] | |||
Nominal interest rate | [1] | 53% | |
Date of maturity | 04/10/2024 | ||
[1]Interest rates of our outstanding loans in ARS, correspond to market rates in the country of incorporation of our newly acquired subsidiary, which deems to be a hyperinflationary economy. |
Warrants Liabilities (Details)
Warrants Liabilities (Details) | 12 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Warrants Liabilities [Abstract] | |
Aggregate shares (in Shares) | shares | 11,110,000 |
Exercise price | $ 11.5 |
Price per warrant | 0.01 |
Exercise price per share | 18 |
Ordinary shares per share | $ 0.0799 |
Warrants Liabilities (Details)
Warrants Liabilities (Details) - Schedule of Fair Value Ordinary Share of Warrants - Warrants [Member] | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Warrants Liabilities (Details) - Schedule of Fair Value Ordinary Share of Warrants [Line Items] | |
Balance | |
Issued by the SPAC | 1,666,500 |
Fair value remeasurement (Gain) | (778,811) |
Balance | $ 887,689 |
Simple Agreement for Future E_3
Simple Agreement for Future Equity (“SAFE”) (Details) - USD ($) | 12 Months Ended | ||||
Jun. 30, 2023 | Dec. 30, 2022 | Jun. 30, 2022 | Jan. 06, 2022 | Jan. 05, 2022 | |
Simple Agreement for Future Equity Safe [Abstract] | |||||
Signed amount | $ 1,500,000 | ||||
Amount received | $ 500,000 | $ 500,000 | $ 1,000,000 | ||
Equity financing | $ 20,000,000 | ||||
Converted shares (in Shares) | 262,260 | ||||
Purchase price per share (in Dollars per share) | $ 12.1 | ||||
Total purchase price | $ 3,173,346 |
Simple Agreement for Future E_4
Simple Agreement for Future Equity (“SAFE”) (Details) - Schedule of Financial Instruments - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of Financial Instruments [Abstract] | |||||
At the beginning | $ 2,860,000 | ||||
Additions | 2,000,000 | ||||
Results on the change of Fair Value of the SAFE | [1] | 313,346 | 860,000 | ||
SAFE Capitalization | (3,173,346) | ||||
At the end | $ 2,860,000 | ||||
[1]The result due to the change in the fair value of the SAFE was included in “Other financial Results”. |
Deferred Tax and Income Tax (De
Deferred Tax and Income Tax (Details) - LUXEMBOURG - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Deferred Tax and Income Tax (Details) [Line Items] | ||
Income tax rate | 15% | |
Deferred income tax assets | $ 1,631,947 | $ 860,112 |
Deferred Tax and Income Tax (_2
Deferred Tax and Income Tax (Details) - Schedule of Roll Forward of Net Deferred Tax - USD ($) | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of Roll Forward of Net Deferred Tax [Abstract] | ||||
Balance at beginning of year | ||||
Incorporated through the business combination | 1,297,436 | |||
Credited to profit & loss | (234,542) | |||
Charged to Other Comprehensive Income | 8,913 | |||
Balance at year end | $ 1,071,807 |
Deferred Tax and Income Tax (_3
Deferred Tax and Income Tax (Details) - Schedule of Principal Statutory Taxes Rates in the Countries | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Argentina [Member] | ||||
Deferred Tax and Income Tax (Details) - Schedule of Principal Statutory Taxes Rates in the Countries [Line Items] | ||||
Income tax rate | ||||
Argentina [Member] | Bottom of Range [Member] | ||||
Deferred Tax and Income Tax (Details) - Schedule of Principal Statutory Taxes Rates in the Countries [Line Items] | ||||
Income tax rate | 25% | |||
Argentina [Member] | Top of Range [Member] | ||||
Deferred Tax and Income Tax (Details) - Schedule of Principal Statutory Taxes Rates in the Countries [Line Items] | ||||
Income tax rate | 35% | |||
Luxembourg [Member] | ||||
Deferred Tax and Income Tax (Details) - Schedule of Principal Statutory Taxes Rates in the Countries [Line Items] | ||||
Income tax rate | 15% | |||
United Kingdom [Member] | ||||
Deferred Tax and Income Tax (Details) - Schedule of Principal Statutory Taxes Rates in the Countries [Line Items] | ||||
Income tax rate | 19% | 19% | 19% | 19% |
United States of America [Member] | ||||
Deferred Tax and Income Tax (Details) - Schedule of Principal Statutory Taxes Rates in the Countries [Line Items] | ||||
Income tax rate | 21% | 21% | 21% | 21% |
Deferred Tax and Income Tax (_4
Deferred Tax and Income Tax (Details) - Schedule of Income Tax for Other Jurisdictions - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 30, 2020 | |
Schedule of Income Tax For Other Jurisdictions [Abstract] | |||||
Loss before tax | $ (52,023,422) | $ (4,526,905) | $ (1,986,814) | $ (320,524) | |
Corporate tax rate | 15% | 19% | 19% | 19% | |
Income tax (benefit)/expense | $ 7,803,513 | $ 860,112 | $ 377,495 | $ 60,900 | |
Effect of difference tax rates subsidiaries operating in other jurisdictions | 428,506 | ||||
Tax losses | [1] | (1,631,947) | (860,112) | (377,495) | (60,900) |
Non-deductible expenses - listing cost | (6,405,759) | ||||
Net gain on inflation effect on monetary items | 52,914 | ||||
Income tax inflation adjustment | (35,826) | ||||
Others | 23,141 | ||||
Tax benefit for the year | $ 234,542 | ||||
[1]Deferred tax assets have not been recognized, because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom. |
Deferred Tax and Income Tax (_5
Deferred Tax and Income Tax (Details) - Schedule of Net Deferred Tax Liabilities - Net deferred tax liabilities [Member] - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Deferred tax asset | ||
Tax loss carry-forward | $ 292,267 | |
Total other receivables | 292,267 | |
Deferred tax liability | ||
Customer relationship | 1,346,374 | |
Other tax liabilities | 17,700 | |
Total deferred tax liability | 1,364,074 | |
Net deferred tax liability | $ 1,071,807 |
Deferred Tax and Income Tax (_6
Deferred Tax and Income Tax (Details) - Schedule of Accumulated Tax Loss Carryforwards | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Deferred Tax and Income Tax (Details) - Schedule of Accumulated Tax Loss Carryforwards [Line Items] | |
Tax-loss carry forward | $ 835,049 |
Deferred tax asset | 292,267 |
2022 [Member] | |
Deferred Tax and Income Tax (Details) - Schedule of Accumulated Tax Loss Carryforwards [Line Items] | |
Tax-loss carry forward | 10,980 |
Deferred tax asset | $ 3,843 |
Expiration date | 2027 |
Tax jurisdiction | Argentina |
2023 [Member] | |
Deferred Tax and Income Tax (Details) - Schedule of Accumulated Tax Loss Carryforwards [Line Items] | |
Tax-loss carry forward | $ 824,069 |
Deferred tax asset | $ 288,424 |
Expiration date | 2028 |
Tax jurisdiction | Argentina |
Deferred Tax and Income Tax (_7
Deferred Tax and Income Tax (Details) - Schedule of Estimated Future Taxable Profit. - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Deferred Tax and Income Tax (Details) - Schedule of Estimated Future Taxable Profit. [Line Items] | ||||
Deferred tax assets, Gross amount | $ 8,589,194 | $ 4,526,905 | $ 1,986,814 | $ 320,524 |
Deferred tax assets, Tax effect | 1,631,947 | 860,112 | 377,495 | 60,900 |
United Kingdom [Member] | ||||
Deferred Tax and Income Tax (Details) - Schedule of Estimated Future Taxable Profit. [Line Items] | ||||
Deferred tax assets, Gross amount | 3,641,516 | 4,526,905 | 1,986,814 | 320,524 |
Deferred tax assets, Tax effect | 691,888 | $ 860,112 | $ 377,495 | $ 60,900 |
Luxembourg [Member] | ||||
Deferred Tax and Income Tax (Details) - Schedule of Estimated Future Taxable Profit. [Line Items] | ||||
Deferred tax assets, Gross amount | 3,267,560 | |||
Deferred tax assets, Tax effect | 620,837 | |||
Argentina [Member] | ||||
Deferred Tax and Income Tax (Details) - Schedule of Estimated Future Taxable Profit. [Line Items] | ||||
Deferred tax assets, Gross amount | 1,484,790 | |||
Deferred tax assets, Tax effect | 282,110 | |||
United States of America [Member] | ||||
Deferred Tax and Income Tax (Details) - Schedule of Estimated Future Taxable Profit. [Line Items] | ||||
Deferred tax assets, Gross amount | 195,328 | |||
Deferred tax assets, Tax effect | $ 37,112 |
Financial Income _ Expenses (De
Financial Income / Expenses (Details) - Schedule of Financial Income Expenses - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 |
Financial Costs | ||||
Interest expense | $ (160,035) | $ (2,130) | ||
Total Financial Costs | (160,035) | (2,130) | ||
Other financial results | ||||
Exchange rate difference | (1,386,599) | (12,342) | ||
Change in fair value of Simply Agreement for Future Equity (“SAFE”) - Loss | (313,346) | (860,000) | ||
Investment gain related to money market funds | 1,009,318 | |||
Change in warrants | 778,811 | |||
Interest gain (Shareholders loan) | 693,027 | |||
Inflation adjustment | 245,989 | |||
Other | 3,325 | |||
Total Other financial results | 1,030,525 | (872,342) | ||
Total net financial income / expenses | $ 870,490 | $ (874,472) |
Other Operating Expense (Detail
Other Operating Expense (Details) - Schedule of Other Operating Expense - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of Other Operating Expense [Abstract] | ||||
Taxes, duties and penalties | $ (62,263) | |||
Miscellaneous expenses | (31,944) | (38,985) | (93,252) | (2,639) |
Total other operating expense | $ (94,207) | $ (38,985) | $ (93,252) | $ (2,639) |
Administrative Expenses (Detail
Administrative Expenses (Details) - Schedule of Administrative Expenses - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Administrative Expenses [Abstract] | ||||
Audit. legal and accountancy fees | $ (125,867) | $ (635,173) | $ (2,024,611) | $ (1,355,046) |
Employee Stock Option Plan | (1,166,755) | (838,576) | ||
Payroll Expenses | (10,544) | (880,830) | (254,215) | |
Insurance | (428,947) | |||
Travel Expenses | (332) | (102,305) | (52,532) | |
Amortization | (92,818) | |||
Depreciation | (4,107) | |||
Other office and admin expenses | (2,019) | (174,897) | (108,282) | (22,861) |
Total Administrative expenses | $ (127,886) | $ (820,946) | $ (4,808,655) | $ (2,523,230) |
Research and Development Expe_3
Research and Development Expense (Details) - Schedule of Research and Development Expense - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Research and Development Expense [Abstract] | ||||
Professional fees | $ (75,189) | $ (886,628) | $ (373,259) | |
Laboratories’ related expenses | (526,753) | (434,551) | (449,442) | |
Amortization | (1,699) | (1,699) | ||
Other research and development expenses | (179,061) | (28,339) | (160,758) | |
Total Research and development expenses | $ (179,061) | $ (601,942) | $ (1,351,217) | $ (985,158) |
Cost of sales (Details) - Sched
Cost of sales (Details) - Schedule of Cost of sales - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Cost Sales [Abstract] | ||||
Inventories at beginning | ||||
Inventories incorporated through the business combination | (532,231) | |||
Purchases | (788,751) | |||
Production costs | ||||
Payroll and and professional fees | (121,285) | |||
Maintenance, energy and fuel related to fixed assets | (77,495) | |||
Amortization and depreciation | (23,398) | |||
Other production costs | (31,050) | |||
Sub-total Production costs | (253,228) | |||
Foreign currency translation | 60,108 | |||
Sub-total | (1,514,102) | |||
Inventories as of the end | 465,748 | |||
Cost of sales | $ (1,048,354) |
Net Loss per Share (Details) -
Net Loss per Share (Details) - Schedule of Net Loss Per Share - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of net loss per share [Abstract] | ||||
Loss for the year, attributable to the owners of the Group | $ (320,524) | $ (1,986,814) | $ (51,788,880) | $ (4,526,905) |
Loss attributable to the ordinary shareholders | $ (320,524) | $ (1,986,814) | $ (51,788,880) | $ (4,526,905) |
Weighted-average number of ordinary shares (in Shares) | 29,140,000 | 30,239,558 | 34,466,258 | 31,000,000 |
Basic (in Dollars per share) | $ (0.01) | $ (0.07) | $ (1.5) | $ (0.15) |
Net Loss per Share (Details) _2
Net Loss per Share (Details) - Schedule of Net Loss Per Share (Parentheticals) - $ / shares | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of net loss per share [Abstract] | ||||
Diluted | $ (0.01) | $ (0.07) | $ (1.50) | $ (0.15) |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of Other Related Party Transactions - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of other related party transactions [Abstract] | ||||
Short-term employee benefits | $ 38,355 | $ 109,205 | $ 39,250 | $ 96,437 |
Share based payment | $ 904,861 | $ 838,576 |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of Share Based Payment - USD ($) | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Share based payment | |||||
Key management | $ 904,861 | $ 838,576 | |||
CFO Shares Alloted | [1] | 364,014 | |||
Issue of Additional Shares | |||||
Issue of share capital | 15,000 | ||||
Issue of share premium | 39,610,630 | ||||
Bioceres Crop Solutions Corp [Member] | |||||
Issue of Additional Shares | |||||
Parent of the Company | 3,000,000 | ||||
Union Group Ventures [Member] | |||||
Issue of Additional Shares | |||||
Parent of the Company | 2,000,000 | ||||
BG Farming Technologies [Member] | |||||
Issue of Additional Shares | |||||
Parent of the Company | 2,000,000 | ||||
Bioceres S.A. [Member] | |||||
Company’s Cash Balance in Other’s Accounts | |||||
Company’s Cash Balance in Other’s Accounts | 300,000 | ||||
Expenses Paid on Behalf of the Company | |||||
Expenses Paid on Behalf of the Company | [2] | 244,029 | 509,628 | 265,810 | |
Bioceres LLC [Member] | |||||
Company’s Cash Balance in Other’s Accounts | |||||
Company’s Cash Balance in Other’s Accounts | 300,000 | 500,000 | |||
Expenses Paid on Behalf of the Company | |||||
Expenses Paid on Behalf of the Company | [2] | 56,863 | 453,282 | 238,121 | 156,760 |
30% owned by Bioceres S.A. - INMET S.A.- Ingenieria Metabolica S.A [Member] | |||||
Services Provided by Other Companies | |||||
Services Provided by Other Companies | [3] | 160,390 | 144,530 | 286 | 252 |
98.6% owned by Bioceres S.A. - INDEAR S.A.- Instituto de Agrobiotecnología Rosario [Member] | |||||
Services Provided by Other Companies | |||||
Services Provided by Other Companies | [4] | 2,540 | 129,695 | 258,279 | 57,047 |
Bioceres S.A. - Agrality Inc.[Member] | |||||
Services Provided by Other Companies | |||||
Services Provided by Other Companies | [5] | 5,000 | 85,435 | ||
Future Foods B.V. Member | |||||
Services Provided by Other Companies | |||||
Services Provided by Other Companies | [6] | 17,801 | 35,958 | 85,880 | 94,857 |
Moolec Science S.A. [Member] | |||||
Services Provided by Other Companies | |||||
Services Provided by Other Companies | [7] | 693,027 | |||
THEO I SCSp [Member] | |||||
Services Provided by Other Companies | |||||
Services Provided by Other Companies | $ 1,500,000 | ||||
[1]Shares issue related to share based payment already vested.[2]Expenses paid by Bioceres LLC on behalf of the Company.[3]The Company entered into an agreement with INMET S.A.- Ingenieria Metabolica S,A through which it would receive research services in exchange for payment.[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.[5]The Company entered into an agreement with Agrality Inc, for the provision of services.[6]The Company entered into an agreement with Future Foods B.V. for the provision of services.[7]The Company entered into an agreement with shareholders which accrues an internal rate of return. |
Related Parties (Details) - S_3
Related Parties (Details) - Schedule of Share Based Payment (Parentheticals) | 12 Months Ended | |
Jun. 30, 2023 | ||
Related Parties (Details) - Schedule of Share Based Payment (Parentheticals) [Line Items] | ||
Subsidiary percentage | 100% | |
Bioceres LLC [Member] | ||
Related Parties (Details) - Schedule of Share Based Payment (Parentheticals) [Line Items] | ||
Subsidiary percentage | 100% | [1] |
30% owned by 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% | [2] |
98.6% owned by 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% | [3] |
[1]Expenses paid by Bioceres LLC on behalf of the Company.[2]The Company entered into an agreement with INMET S.A.- Ingenieria Metabolica S,A through which it would receive research services in exchange for payment.[3]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_4
Related Parties (Details) - Schedule of other related party balances - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
100% Subsidiary of Bioceres S.A. - Bioceres LLC [Member] | ||
Related Parties (Details) - Schedule of other related party balances [Line Items] | ||
Other related party balances | $ (623,629) | $ (385,508) |
Moolec S.A. Shareholders [Member] | ||
Related Parties (Details) - Schedule of other related party balances [Line Items] | ||
Other related party balances | 8,763,027 | |
Union Group Ventures Limited [Member] | ||
Related Parties (Details) - Schedule of other related party balances [Line Items] | ||
Other related party balances | (677,000) | |
INDEAR S.A. [Member] | ||
Related Parties (Details) - Schedule of other related party balances [Line Items] | ||
Other related party balances | (72,494) | |
Future Foods B.V [Member] | ||
Related Parties (Details) - Schedule of other related party balances [Line Items] | ||
Other related party balances | $ (78,337) |
Related Parties (Details) - S_5
Related Parties (Details) - Schedule of other related party balances (Parentheticals) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
100% Subsidiary of Bioceres S.A. - Bioceres LLC [Member] | ||
Related Parties (Details) - Schedule of other related party balances (Parentheticals) [Line Items] | ||
Subsidiary percentage | 100% |
Financial Risk Management (Deta
Financial Risk Management (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Financial Risk Management (Details) [Line Items] | ||
Total financial liabilities | $ 2,759,569 | |
Percentage of functional currency | 10% | |
Percentage of exchange rate | 10% | |
Percentage of interest rates | 10% | |
Interest payable | $ (11,428) | |
Liquidity Risk [member] | ||
Financial Risk Management (Details) [Line Items] | ||
Total current financial assets | 4,524,972 | $ 1,081,808 |
Total financial liabilities | 11,985,860 | $ 1,227,384 |
Interest Rate Risk [member] | ||
Financial Risk Management (Details) [Line Items] | ||
Interest payable | $ 11,428 |
Financial Risk Management (De_2
Financial Risk Management (Details) - Schedule of Trade and Other Receivables - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Up to 3 months [Member] | ||
To due become | ||
Up to 3 months | $ 450,728 |
Financial Risk Management (De_3
Financial Risk Management (Details) - Schedule of Contractual Maturity Date - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Financial Risk Management (Details) - Schedule of Contractual Maturity Date [Line Items] | ||
Trade Payables | $ 7,479,614 | $ 1,226,213 |
Other liabilities | 1,956,635 | 1,171 |
Simply Agreement for Future Equity (“SAFE”) | 2,860,000 | |
Financial debts | 2,759,569 | |
Subtotal | 12,195,818 | 4,087,384 |
Warrant | 887,689 | |
Subtotal | 887,689 | |
Total | 13,083,507 | 4,087,384 |
Within 1 year or on demand [Member] | ||
Financial Risk Management (Details) - Schedule of Contractual Maturity Date [Line Items] | ||
Trade Payables | 7,479,614 | 1,226,213 |
Other liabilities | 1,776,438 | 1,171 |
Simply Agreement for Future Equity (“SAFE”) | 2,860,000 | |
Financial debts | 2,578,100 | |
Subtotal | 11,834,152 | 4,087,384 |
Warrant | 887,689 | |
Subtotal | 887,689 | |
Total | 12,721,841 | 4,087,384 |
Between 1 and 2 years [Member] | ||
Financial Risk Management (Details) - Schedule of Contractual Maturity Date [Line Items] | ||
Trade Payables | ||
Other liabilities | 180,197 | |
Simply Agreement for Future Equity (“SAFE”) | ||
Financial debts | 72,831 | |
Subtotal | 253,028 | |
Warrant | ||
Subtotal | ||
Total | 253,028 | |
Between 2 and 5 years [Member] | ||
Financial Risk Management (Details) - Schedule of Contractual Maturity Date [Line Items] | ||
Trade Payables | ||
Other liabilities | ||
Simply Agreement for Future Equity (“SAFE”) | ||
Financial debts | 108,638 | |
Subtotal | 108,638 | |
Warrant | ||
Subtotal | ||
Total | 108,638 | |
More than 5 years [Member] | ||
Financial Risk Management (Details) - Schedule of Contractual Maturity Date [Line Items] | ||
Trade Payables | ||
Other liabilities | ||
Simply Agreement for Future Equity (“SAFE”) | ||
Financial debts | ||
Subtotal | ||
Warrant | ||
Subtotal | ||
Total | ||
Without any established term [Member] | ||
Financial Risk Management (Details) - Schedule of Contractual Maturity Date [Line Items] | ||
Trade Payables | ||
Other liabilities | ||
Simply Agreement for Future Equity (“SAFE”) | ||
Financial debts | ||
Subtotal | ||
Warrant | ||
Subtotal | ||
Total |
Financial Risk Management (De_4
Financial Risk Management (Details) - Schedule of Foreign Currency Exchange Risk - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Argentine pesos [Member] | ||
Financial Risk Management (Details) - Schedule of Foreign Currency Exchange Risk [Line Items] | ||
Foreign currency exchange risk assets | $ 765,690 | |
Foreign currency exchange risk liabilities | 50,073 | |
Argentine pesos [Member] | (+10%) Impact to profit or loss before tax assets [Member] | ||
Financial Risk Management (Details) - Schedule of Foreign Currency Exchange Risk [Line Items] | ||
Foreign currency exchange risk assets | 76,569 | |
Argentine pesos [Member] | (-10%) Impact to profit or loss before tax liabilities [Member] | ||
Financial Risk Management (Details) - Schedule of Foreign Currency Exchange Risk [Line Items] | ||
Foreign currency exchange risk liabilities | (5,007) | |
U.S. Dollar [Member] | ||
Financial Risk Management (Details) - Schedule of Foreign Currency Exchange Risk [Line Items] | ||
Foreign currency exchange risk assets | 368,186 | |
Foreign currency exchange risk liabilities | 2,227,751 | |
U.S. Dollar [Member] | (+10%) Impact to profit or loss before tax assets [Member] | ||
Financial Risk Management (Details) - Schedule of Foreign Currency Exchange Risk [Line Items] | ||
Foreign currency exchange risk assets | 36,819 | |
U.S. Dollar [Member] | (-10%) Impact to profit or loss before tax liabilities [Member] | ||
Financial Risk Management (Details) - Schedule of Foreign Currency Exchange Risk [Line Items] | ||
Foreign currency exchange risk liabilities | (222,775) | |
Pound sterling [Member] | ||
Financial Risk Management (Details) - Schedule of Foreign Currency Exchange Risk [Line Items] | ||
Foreign currency exchange risk assets | 22,062 | 8,025 |
Foreign currency exchange risk liabilities | ||
Pound sterling [Member] | (+10%) Impact to profit or loss before tax assets [Member] | ||
Financial Risk Management (Details) - Schedule of Foreign Currency Exchange Risk [Line Items] | ||
Foreign currency exchange risk assets | 2,206 | 803 |
Pound sterling [Member] | (-10%) Impact to profit or loss before tax liabilities [Member] | ||
Financial Risk Management (Details) - Schedule of Foreign Currency Exchange Risk [Line Items] | ||
Foreign currency exchange risk liabilities |
Financial Risk Management (De_5
Financial Risk Management (Details) - Schedule of Fair Value and Carrying Value of Financial Instruments - Financial instruments, class [member] - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | |
Amortized costs | |||
Cash and cash equivalents | [1] | $ 2,064,079 | $ 1,081,808 |
Trade and other receivables | [1] | 10,454,301 | 2,061 |
Fair value through profit or loss | |||
Cash and cash equivalents | [2] | 463,594 | |
Short-term investments | [2] | 306,034 | |
Total financial assets | 13,288,008 | 1,083,869 | |
Financial Liabilities | |||
Trade and other payables | [1] | 9,340,571 | 1,227,384 |
Financial debt | [1] | 2,645,289 | |
Fair value through profit or loss | |||
Simply Agreement for Future Equity (“SAFE”) | 2,860,000 | ||
Warrant liabilities | [2] | 887,689 | |
Total financial liabilities | 12,873,549 | 4,087,384 | |
Net financial asset /(liability) | $ 414,459 | $ (3,003,515) | |
[1]Cash, short-term investments, trade and other receivables, prepayments, trade and other payables, and loans payable are recorded at carrying value, which approximates fair value due to their short-term nature and generally negligible credit losses.[2]Fair value of short-term investment and warrants has been determined using the quoted market price at the year end (level 1). |
Financial Risk Management (De_6
Financial Risk Management (Details) - Schedule of Fixed-Rate Instruments - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Schedule of Fixed Rate Instruments [Abstract] | |||
Current financial liabilities | $ (2,546,243) | ||
Non-current financial liabilities | $ (99,046) |
Events after the Reporting Pe_2
Events after the Reporting Period (Details) - Forecast [Member] $ / shares in Units, $ in Millions | Oct. 15, 2023 USD ($) $ / shares |
Events after the Reporting Period (Details) [Line Items] | |
Principal amount | $ 21 |
Strike price per share (in Dollars per share) | $ / shares | $ 6 |
Cash payment | $ 10 |
Secures the supply of tons | 15,000 |
Cash and in kind | $ 30 |