SEC Comment Letter 0000000000-25-003026 to Moolec Science SA (MLEC)
Moolec Science SA
Date: March 20, 2025 · CIK: 0001937737 · Accession: 0000000000-25-003026
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Reasoning
File numbers found in text: 333-284744
Letter
Re: Moolec Science SA Amendment No. 1 to Registration Statement on Form F-4 Filed March 10, 2025 File No. 333-284744 Dear Jose Lopez Lecube:
March 20, 2025
Jose Lopez Lecube Chief Financial Officer Moolec Science SA 17, Boulevard F.W. Raiffeisen L-2411 Luxembourg Grand Duchy of Luxembourg
We have conducted a limited review of your amended registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our February 26, 2025 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed March 10, 2025 Exhibits
1. We note your response to prior comment 3. Please file as Exhibit 8.1 a revised opinion that states clearly that the disclosure in the Prospectus under the heading Luxembourg Tax Considerations is the opinion of counsel and includes counsel's consent. Refer to Section III.B.2. of Staff Legal Bulletin 19. 2. We note your response to prior comment 4. Please file as Exhibit 8.3 a revised opinion that states clearly that the disclosure in the Prospectus under the heading Cayman Islands Tax Considerations" is the opinion of counsel and includes counsel's consent to the filing of this exhibit and to the reference to its name in each location. Refer to Section III.B.2. of Staff Legal Bulletin 19. March 20, 2025 Page 2
Please contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek at 202-551-3641 with any questions.
Sincerely,
Division of Corporation
Finance
Office of Manufacturing
cc: Matthew Poulter
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<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 20, 2025 Jose Lopez Lecube Chief Financial 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-4 Filed March 10, 2025 File No. 333-284744 Dear Jose Lopez Lecube: We have conducted a limited review of your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our February 26, 2025 letter. Amendment No. 1 to Registration Statement on Form F-4 filed March 10, 2025 Exhibits 1. We note your response to prior comment 3. Please file as Exhibit 8.1 a revised opinion that states clearly that the disclosure in the Prospectus under the heading Luxembourg Tax Considerations is the opinion of counsel and includes counsel's consent. Refer to Section III.B.2. of Staff Legal Bulletin 19. 2. We note your response to prior comment 4. Please file as Exhibit 8.3 a revised opinion that states clearly that the disclosure in the Prospectus under the heading Cayman Islands Tax Considerations" is the opinion of counsel and includes counsel's consent to the filing of this exhibit and to the reference to its name in each location. Refer to Section III.B.2. of Staff Legal Bulletin 19. March 20, 2025 Page 2 Please contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek at 202-551-3641 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Matthew Poulter </TEXT> </DOCUMENT>