Correspondence 0001213900-22-076679 from Moolec Science SA (MLEC)
Moolec Science SA
Date: Dec. 1, 2022 · CIK: 0001937737 · Accession: 0001213900-22-076679
AI Filing Summary & Sentiment
File numbers found in text: 333-267912
Referenced dates: November 29, 2022, October 11, 2022
Letter
Linklaters LLP
Avenue of the Americas
New York, NY 10104
Telephone (+1) 212 903 9000
Facsimile (+1) 212 903 9100
December 1, 2022
Via EDGAR Submission
Securities and Exchange Commission
Division of Corporate Finance
Office of Manufacturing
F Street, N.E.
Washington, D.C. 20549
Attention: Kevin Stertzel
Melissa Gilmore
Bradley Ecker
Erin Purnell
Re: Moolec Science SA
Amendment No. 1 to Registration Statement on Form F-4
Filed on November 21, 2022
File No. 333-267912
Ladies and Gentlemen:
Moolec Science SA (the “Company”) previously submitted Amendment No. 1 to the Registration Statement on Form F-4 to the Securities and Exchange Commission (the “SEC”) on November 21, 2022.
On behalf of the Company, we are writing to respond to the comments set forth in the comment letter (the “Comment Letter”) from the staff of the SEC (the “Staff”) dated November 29, 2022. The Company’s responses below correspond to the captions and numbers of those comments (which are reproduced below in bold). Simultaneously with the submission of this letter, the Company is filing amendment No. 2 to the registration statement (“Amendment No. 2 to the Registration Statement”).
Amendment No. 1 to Registration Statement on Form F-4 filed November 21, 2022
Material U.S. Federal Income Tax Considerations, page 130
1. We note your revisions in this section that the discussion is the opinion of K&L Gates except as it relates to Section 7874 of the Code, Section 351(a) of the Code and Section 368 of the Code. We note also your statements that no representations are being made with respect to Holdco’s treatment as a non-U.S. corporation, the merger’s qualification as a reorganization, or whether a gain will be recognized under Section 367(a) of the Code. We reissue comment 4 of our letter dated October 11, 2022, which requested that counsel provide an opinion as to the material tax consequences of the merger. Please revise to remove the limitations to the statement that the discussion in this section is the opinion of K&L Gates. If there is uncertainty regarding the tax treatment of the transactions, counsel may make clear that the opinion is subject to a degree of uncertainty, and explain why it cannot give a firm opinion.
In response to the Staff’s comment, the Company has revised its disclosure on pages 20 and 130-134 of Amendment No. 2 to the Registration Statement. A final, executed version of the legal opinion is also included as Exhibit 8.1 to Amendment No. 2 to the Registration Statement.
* * * * * * * * *
We hope that the above has been responsive to the Staff’s comments. Should you have any questions relating to the foregoing, please feel free to contact the undersigned at (212) 903-9306 or matthew.poulter@linklaters.com.
Yours faithfully,
/s/ Matthew S. Poulter
Matthew S. Poulter, Esq.
cc: Leib Orlanski, K&L Gates LLP
Leib.Orlanski@klgates.com
(310) 552-5044
Matt Ogurick, K&L Gates LLP
Matthew.Ogurick@klgates.com
(917) 292-3333
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CORRESP
1
filename1.htm
Linklaters
LLP
1290
Avenue of the Americas
New
York, NY 10104
Telephone
(+1) 212 903 9000
Facsimile
(+1) 212 903 9100
December
1, 2022
Via
EDGAR Submission
Securities
and Exchange Commission
Division
of Corporate Finance
Office
of Manufacturing
100
F Street, N.E.
Washington,
D.C. 20549
Attention: Kevin
Stertzel
Melissa
Gilmore
Bradley
Ecker
Erin
Purnell
Re: Moolec
Science SA
Amendment
No. 1 to Registration Statement on Form F-4
Filed
on November 21, 2022
File
No. 333-267912
Ladies
and Gentlemen:
Moolec
Science SA (the “Company”) previously submitted Amendment No. 1 to the Registration Statement on Form F-4 to the Securities
and Exchange Commission (the “SEC”) on November 21, 2022.
On
behalf of the Company, we are writing to respond to the comments set forth in the comment letter (the “Comment Letter”)
from the staff of the SEC (the “Staff”) dated November 29, 2022. The Company’s responses below correspond to
the captions and numbers of those comments (which are reproduced below in bold). Simultaneously with the submission of this letter, the
Company is filing amendment No. 2 to the registration statement (“Amendment No. 2 to the Registration Statement”).
Amendment
No. 1 to Registration Statement on Form F-4 filed November 21, 2022
Material
U.S. Federal Income Tax Considerations, page 130
1.
We
note your revisions in this section that the discussion is the opinion of K&L Gates except as it relates to Section 7874 of the
Code, Section 351(a) of the Code and Section 368 of the Code. We note also your statements that no representations are being made
with respect to Holdco’s treatment as a non-U.S. corporation, the merger’s qualification as a reorganization, or whether a gain will
be recognized under Section 367(a) of the Code. We reissue comment 4 of our letter dated October 11, 2022, which requested that counsel
provide an opinion as to the material tax consequences of the merger. Please revise to remove the limitations to the statement that
the discussion in this section is the opinion of K&L Gates. If there is uncertainty regarding the tax treatment of the transactions,
counsel may make clear that the opinion is subject to a degree of uncertainty, and explain why it cannot give a firm opinion.
In
response to the Staff’s comment, the Company has revised its disclosure on pages 20 and 130-134 of Amendment No. 2 to the Registration
Statement. A final, executed version of the legal opinion is also included as Exhibit 8.1 to Amendment No. 2 to the Registration Statement.
*
* * * * * * * *
We
hope that the above has been responsive to the Staff’s comments. Should you have any questions relating to the foregoing, please
feel free to contact the undersigned at (212) 903-9306 or matthew.poulter@linklaters.com.
Yours
faithfully,
/s/ Matthew S. Poulter
Matthew
S. Poulter, Esq.
cc: Leib
Orlanski, K&L Gates LLP
Leib.Orlanski@klgates.com
(310)
552-5044
Matt
Ogurick, K&L Gates LLP
Matthew.Ogurick@klgates.com
(917)
292-3333