|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Moolec Science SA (Name of Issuer) |
Ordinary Shares ("Shares") with nominal value of US$0.01 per share of Moolec Science SA (Title of Class of Securities) |
L64875104 (CUSIP Number) |
Oscar Leon Bentancor Craigmuir Chambers, Road Town Tortola, D8, VG1110 34 610 040 639 Matthew S. Poulter Linklaters LLP, 1290 Avenue of the Americas New York, NY, 10104 (212) 903-9000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | L64875104 |
| 1 |
Name of reporting person
Union Group Ventures Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,400,552.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | L64875104 |
| 1 |
Name of reporting person
Union Group International Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,400,552.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | L64875104 |
| 1 |
Name of reporting person
Arvesa Corp | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,770,276.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | L64875104 |
| 1 |
Name of reporting person
Juan Jose Sartori Pineyro | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,170,828.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares ("Shares") with nominal value of US$0.01 per share of Moolec Science SA | |
| (b) | Name of Issuer:
Moolec Science SA | |
| (c) | Address of Issuer's Principal Executive Offices:
17, BOULEVARD F.W. RAIFFEISAN, LUXEMBOURG,
LUXEMBOURG
, L-2411. | |
Item 1 Comment:
EXPLANATORY NOTE
This Amendment No. 1 (the "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on January 9, 2023 (the "Original Schedule 13D," and together with the Amendment, the "Schedule 13D"), by Union Group Ventures Limited, Union Group International Holdings Limited and Juan Jose Sartori Pineyro.
The class of equity securities to which this joint statement on Schedule 13D relates is the ordinary shares of Moolec Science SA (the "Shares"), a public limited liability company (societe anonyme) governed by the laws of the Grand Duchy of Luxembourg, with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies' Register (Registre de Commerce et des Societes, Luxembourg) under number B268440 ("Moolec").
The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Union Group Ventures Limited, which is the holder of 3,400,552 (corresponding to approximately 8.5% of the Issuer's outstanding capital stock) ("UGVL").
Union Group International Holdings Limited, which, through its subsidiary Union Group Ventures Limited, holds 3,400,552 (corresponding to approximately 8.5% of the Issuer's outstanding capital stock) ("UGIH").
Arvesa Corp, which is the holder of 11,770,276 (corresponding to approximately 29.3% of the Issuer's outstanding capital stock) ("Arvesa").
Juan Jose Sartori Pineyro, which, through UGVL, UGIH and Arvesa, holds 15,170,828 (corresponding to approximately 37.8% of the Issuer's outstanding capital stock) ("Mr. Juan Sartori"). UGVL is a wholly owned subsidiary of UGIH. UGIH and Arvesa are wholly owned by Juan Jose Sartori Pineyro. | |
| (b) | Union Group Ventures Limited is Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands;
Union Group International Holdings Limited is Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands;
Arvesa Corp is 2nd Floor, O'Neal Marketing Associates Building, Wickham's Cay II, Road Town, Tortola, VG1110, British Virgin Islands;
Juan Jose Sartori Pineyro is Avenue D'Ostende 15/17, Monaco 98000. | |
| (c) | Not applicable. | |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws | |
| (f) | Union Group Ventures Limited is a company limited by shares governed by the laws of the British Virgin Islands.
Union Group International Holdings Limited is a company limited by shares governed by the laws of the British Virgin Islands.
Arvesa Corp is a company limited by shares governed by the laws of the British Virgin Islands.
Juan Jose Sartori Pineyro is a Swiss citizen. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
This Amendment is being filed to report the change in beneficial ownership by the Reporting Persons as a result of the transfer of 11,770,276 Shares from UGVL to Arvesa (together with UGVL, UGIH and Mr. Juan Sartori, the "Reporting Persons"). As a result of the foregoing, Arvesa has become a holder of shares of the Issuer and has been included as a Reporting Person.
The aggregate percentages of Shares beneficially owned by the Reporting Persons, and reported in this Amendment, is calculated based on 40,126,840 Shares outstanding, as reported by the Issuer in its registration statement on Form F-4 filed with the SEC on January 6, 2025 (File No. 333-284744). | ||
| Item 4. | Purpose of Transaction | |
The information in Items 3 and 6 of this Schedule 13D are incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Union Group Ventures Limited: Amount beneficially owned: 3,400,552 - Percentage: 8.5%
Union Group International Holdings Limited: Amount beneficially owned: 3,400,552 - Percentage: 8.5%
Arvesa Corp: Amount beneficially owned: 11,770,276 - Percentage: 29.3%
Juan Jose Sartori Pineyro: Amount beneficially owned: 15,170,828 - Percentage: 37.8%
Juan Jose Sartori Pineyro disclaims beneficial ownership over the Shares held by UGIH and Arvesa, except to the extent of his pecuniary interest therein. | |
| (b) | Union Group Ventures Limited:
Sole power to vote or to direct the vote: --
Shared power to vote or to direct the vote: 3,400,552
Sole power to dispose or to direct the disposition of: --
Shared power to dispose or to direct the disposition of: 3,400,552
Union Group International Holdings Limited:
Sole power to vote or to direct the vote: --
Shared power to vote or to direct the vote: 3,400,552
Sole power to dispose or to direct the disposition of: --
Shared power to dispose or to direct the disposition of: 3,400,552
Arvesa Corp:
Sole power to vote or to direct the vote: --
Shared power to vote or to direct the vote: 11,770,276
Sole power to dispose or to direct the disposition of: --
Shared power to dispose or to direct the disposition of: 11,770,276
Juan Jose Sartori Pineyro:
Sole power to vote or to direct the vote: --
Shared power to vote or to direct the vote: 15,170,828
Sole power to dispose or to direct the disposition of: --
Shared power to dispose or to direct the disposition of: 15,170,828 | |
| (c) | None of the Reporting Persons has effected any transactions of the Issuer's Shares during the 60 days preceding the date of this report, except as described in Item 4 of this Amendment which information is incorporated herein by reference. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Not applicable. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement, dated as of February 25, 2025 by and between Union Group Ventures Limited, Union Group International Holdings Limited, Arvesa Corp and Juan Jose Sartori Pineyro. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|