SEC Comment Letter 0000000000-23-002809 to Moolec Science SA (MLEC)
Moolec Science SA
Date: March 21, 2023 · CIK: 0001937737 · Accession: 0000000000-23-002809
AI Filing Summary & Sentiment
File numbers found in text: 333-269439
Letter
United States securities and exchange commission logo March 21, 2023 Gastón Paladini Chief Executive Officer Moolec Science SA 17, Boulevard F.W. Raiffeisen L-2411 Luxembourg Grand Duchy of Luxembourg Re:Moolec Science SA Amendment No. 1 to Registration Statement on Form F-1 Filed on March 17, 2023 File No. 333-269439 Dear Gastón Paladini: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 8, 2023 letter. Amendment No. 1 to Form F-1 filed March 17, 2023 General 1.We note your response to prior comment one. Please revise the statement, "The Selling Securityholders acquired the Ordinary Shares covered by this prospectus at prices ranging from $0.16 per share to $7.63 per share," to reflect that the sponsor and other selling securityholders acquired shares at no cost, according to footnotes on page 96. Additionally disclose the price which the selling securityholders paid for the warrants overlying shares being registered for resale. Specifically cross-reference the risk factor entitled "Sales of a substantial number of our securities . . . ," or alternatively include disclosure regarding potential profit in the Selling Securityholders section.
FirstName LastNameGastón Paladini Comapany NameMoolec Science SA March 21, 2023 Page 2 FirstName LastName Gastón Paladini Moolec Science SA March 21, 2023 Page 2 2.We note disclosure on page 12 that the sponsor will transfer 37,000 shares to you in respect of legal fees related to the EarlyBird dispute and place the remaining 154,000 contingency shares into the escrow account to be held during the escrow period. Please revise to clearly state when the shares will be transferred to you and when the escrow period will end. Additionally clarify the treatment of these shares in the context of the offering, with conforming changes throughout the registration statement as appropriate. 3.We note disclosure that appears to indicate the selling securityholders may resell warrants or private warrants pursuant to this registration statement (for example, on the prospectus cover and pages 40 and 82) and further note that the warrants are included on the registration fee table filed as Exhibit 107. If the prospectus will be used to offer warrants, please revise the prospectus cover to clearly identify and quantify these as offered securities, and revise disclosure describing the offering throughout the registration statement as appropriate. Risk Factors Sales of a substantial number of our securities in the public market by the Selling Securityholders . . . . , page 40 4.Please revise to disclose the additional potential profit that (i) your sponsor may realize upon selling the 4,210,000 shares underlying private warrants and (ii) EarlyBird or its related parties may realize upon selling the 64,079 shares acquired at $5.462 per share, according to footnote 13 on page 96. Selling Securityholders, page 95 5.We note that the table indicates the sponsor is offering 1,950,369 shares, while footnote 10 indicates the sponsor initially acquired 2,875,000 shares. Please revise your disclosure to reconcile these numbers of shares with each other and with the 2,014,448 shares the sponsor is disclosed to be selling on page 41. Additionally revise your disclosure to clearly address the treatment of the contingency shares and the shares underlying private warrants. You may contact Bradley Ecker at (202) 551-4985 or Jennifer Angelini at (202) 551- 3047 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
March 21, 2023
Gastón Paladini
Chief Executive Officer
Moolec Science SA
17, Boulevard F.W. Raiffeisen
L-2411 Luxembourg
Grand Duchy of Luxembourg
Re:Moolec Science SA
Amendment No. 1 to Registration Statement on Form F-1
Filed on March 17, 2023
File No. 333-269439
Dear Gastón Paladini:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our February 8, 2023 letter.
Amendment No. 1 to Form F-1 filed March 17, 2023
General
1.We note your response to prior comment one. Please revise the statement, "The Selling
Securityholders acquired the Ordinary Shares covered by this prospectus at prices ranging
from $0.16 per share to $7.63 per share," to reflect that the sponsor and other selling
securityholders acquired shares at no cost, according to footnotes on page 96.
Additionally disclose the price which the selling securityholders paid for the warrants
overlying shares being registered for resale. Specifically cross-reference the risk factor
entitled "Sales of a substantial number of our securities . . . ," or alternatively include
disclosure regarding potential profit in the Selling Securityholders section.
FirstName LastNameGastón Paladini
Comapany NameMoolec Science SA
March 21, 2023 Page 2
FirstName LastName
Gastón Paladini
Moolec Science SA
March 21, 2023
Page 2
2.We note disclosure on page 12 that the sponsor will transfer 37,000 shares to you in
respect of legal fees related to the EarlyBird dispute and place the remaining 154,000
contingency shares into the escrow account to be held during the escrow period. Please
revise to clearly state when the shares will be transferred to you and when the escrow
period will end. Additionally clarify the treatment of these shares in the context of the
offering, with conforming changes throughout the registration statement as appropriate.
3.We note disclosure that appears to indicate the selling securityholders may resell warrants
or private warrants pursuant to this registration statement (for example, on the prospectus
cover and pages 40 and 82) and further note that the warrants are included on the
registration fee table filed as Exhibit 107. If the prospectus will be used to offer warrants,
please revise the prospectus cover to clearly identify and quantify these as
offered securities, and revise disclosure describing the offering throughout the registration
statement as appropriate.
Risk Factors
Sales of a substantial number of our securities in the public market by the Selling
Securityholders . . . . , page 40
4.Please revise to disclose the additional potential profit that (i) your sponsor may realize
upon selling the 4,210,000 shares underlying private warrants and (ii) EarlyBird or its
related parties may realize upon selling the 64,079 shares acquired at $5.462 per share,
according to footnote 13 on page 96.
Selling Securityholders, page 95
5.We note that the table indicates the sponsor is offering 1,950,369 shares, while footnote
10 indicates the sponsor initially acquired 2,875,000 shares. Please revise your disclosure
to reconcile these numbers of shares with each other and with the 2,014,448 shares the
sponsor is disclosed to be selling on page 41. Additionally revise your disclosure to
clearly address the treatment of the contingency shares and the shares underlying private
warrants.
You may contact Bradley Ecker at (202) 551-4985 or Jennifer Angelini at (202) 551-
3047 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing