Correspondence 0001213900-23-022098 from Moolec Science SA (MLEC)
Moolec Science SA
Date: March 22, 2023 · CIK: 0001937737 · Accession: 0001213900-23-022098
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File numbers found in text: 333-269439
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Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
Telephone (+1) 212 903 9000
Facsimile (+1) 212 903 9100
March 22, 2023
Via EDGAR Submission
Securities and Exchange Commission
Division of Corporate Finance
Office of Manufacturing
100 F Street, N.E.
Washington,
D.C. 20549
Attention: Bradley Ecker
Jennifer Angelini
Re: Moolec Science SA
Amendment No. 1 to Registration
Statement on Form F-1
Filed on March 17, 2023
File No. 333-269439
Ladies and Gentlemen:
Moolec Science SA (the
“Company”) previously submitted a registration statement
on Form F-1 to the Securities and Exchange Commission (the “SEC”)
on January 27, 2023 (the “Initial Registration Statement”)
as amended by amendment No. 1, dated March 17, 2023 (the “Amendment
No. 1 to the Registration Statement” and together with the Initial Registration Statement, the “Registration
Statement”).
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 March 21, 2023. 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-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.
In response to the Staff’s comment, the Company has revised its
disclosure on the cover page and on pages 40, 41, 82 and 96 of Amendment No. 2 to the Registration Statement.
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.
In response to the Staff’s comment,
the Company has revised its disclosure on pages 12 and 96 of Amendment No. 2 to the Registration Statement. In addition, the Company has
revised its disclosure throughout the registration statement to clarify that the 47,602 Ordinary Shares that will be transferred to the
Company are not being registered for resale under this registration statement and that the 143,319 Contingency Shares placed in the escrow
account will be available for resale by the Selling Securityholder if and when released from escrow.
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.
In response to the Staff’s comment,
the Company has revised its disclosure on the cover page and on pages 40, 41 and 82 of Amendment No. 2 to the Registration Statement.
In addition, the Company revised the registration fee table filed as Exhibit 107.
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.
In response to the Staff’s comment, the Company has
revised its disclosure on pages 40 and 41 of Amendment No. 2 to the Registration Statement.
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.
In response to the Staff’s comment,
the Company has revised its disclosure on pages 12 and 96 of Amendment No. 2 to the Registration Statement.
* * * * * * * * *
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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: Gastón Paladini, Chief Executive
Officer at Moolec Science SA
gaston@moolecscience.com
+54 (934)1676-0803
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