SecProbe.io

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 March 26, 2025

 U.S. Securities and Exchange Commission

 100 F Street NE

 Washington, D.C. 20549

 Re:

 Moolec Science SA (the "Company")
 Acceleration Request for Registration Statement on Form F-4
 (File No. 333-284744)

 Ladies and Gentlemen:

 Reference is made to the Registration Statement on Form F-4 (File
No. 333-284744) filed by the Company with the U.S. Securities and Exchange Commission on February 6, 2025, as amended on March 10, 2025
and March 25, 2025 (the "Registration Statement").

 Pursuant to Rules 460 and 461 under the Securities Act of 1933,
as amended, the Company hereby requests that the effective date of the Registration Statement be accelerated so that it becomes effective
at 2:00 p.m., Eastern Time, on March 28, 2025, or as soon thereafter as practicable.

 The Company also requests that the U.S. Securities and Exchange
Commission confirm the effective date and time of the Registration Statement to Company counsel, Linklaters LLP, Attention: Matthew S.
Poulter, by email to matthew.poulter@linklaters.com, or Emilio Minvielle, by email to emilio.minvielle@linklaters.com.

 Sincerely,

 MOOLEC SCIENCE SA

 By:
 /s/ Gastón Paladini

 Name:
 Gastón Paladini

 Title:
 Chief Executive Officer, Director

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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
 matthew.poulter@linklaters.com

 March 24, 2025

 Mr. Jones and Mr. Kruczek
Office of Manufacturing

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street NE

 Washington, D.C. 20549-3561

 Re: Moolec Science SA
Amendment No. 1 to Registration Statement on Form F-4
Filed March 10, 2025
File No. 333-284744

 Dear Mr. Jones and Mr. Kruczek:

 On behalf of our client, Moolec
Science SA, a public limited liability company ( société anonyme ) governed by the laws of the Grand Duchy of Luxembourg
(the " Company "), set forth below are the Company's responses to the comments of the Staff communicated to
the Company in the Staff's letter, dated March 20, 2025. In connection with such responses, the Company will be filing publicly,
electronically via EDGAR, an amendment to its registration statement on Form F-4 filed with the Commission on March 24, 2025 (the " Registration
Statement ").

 For ease of reference, each
of the Staff's comments is reproduced below in bold and is followed by the Company's response. In addition, unless otherwise
indicated, all references to page numbers in such responses are to page numbers in the Registration Statement. Capitalized terms used
in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Registration Statement.

 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.

 In response to the Staff's comment, the Company has filed an
amended opinion as Exhibit 8.1, containing revised disclosures set forth in paragraphs 4.1 and 7.3 on pages 2 and 3, respectively, of
Exhibit 8.1 (See "Confirm that the statements contained in the section of the Prospectus […]." and "We
hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement […]." ) of the
Registration Statement.

 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.

 In response to the Staff's comment, the Company has filed an
amended opinion as Exhibit 8.3, containing revised disclosures set forth on page 1 of Exhibit 8.3 (See "This opinion is given
in accordance with the Cayman Islands Tax Considerations section of the Registration Statement." ) of the Registration Statement.
Further, the Company clarifies that the opinion filed contains the counsel's consent to the filing of Exhibit 8.3, which is set
forth in paragraph 6 on page 3 of Exhibit 8.3 (See "We hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and also consent to the reference to this firm […]." ) of the Registration Statement.

 If you have any questions
or comments concerning this filing or require any additional information, please do not hesitate to call me at (212) 903-9306.

 Sincerely,

 /s/ Matthew S. Poulter

 Matthew S. Poulter

<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>

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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

    matthew.poulter@linklaters.com

March 7, 2025

Mr. Jones and Mr. Kruczek

Office of Manufacturing

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

 Re: Moolec Science SA

Registration Statement on Form F-4

Filed February 6, 2025

File No. 333-284744

Dear Mr. Jones and Mr. Kruczek:

On behalf of our client, Moolec
Science SA, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg
(the “Company”), set forth below are the Company’s responses to the comments of the Staff communicated to
the Company in the Staff’s letter, dated February 26, 2025. In connection with such responses, the Company will be filing publicly,
electronically via EDGAR, an amendment to its registration statement on Form F-4 filed with the Commission on February 6, 2025 (the “Registration
Statement”).

For ease of reference, each
of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise
indicated, all references to page numbers in such responses are to page numbers in the Registration Statement. Capitalized terms used
in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Registration Statement.

Incorporation
of Certain Information by Reference, page 30

 1. It does not appear that the company satisfies the requirements of General Instruction
B.1(a) of Form F-4 and General Instruction I.B.1 of Form F-3, which would allow you to incorporate certain required information by reference.
Please advise us why the company is eligible to incorporate by reference or revise your filing accordingly.

In response to the Staff’s comment,
the Company acknowledges that the aggregate market value of its outstanding ordinary shares is below the threshold required pursuant to
General Instruction B.1(a) of Form-F-4 and General Instruction I.B.1 of Form F-3. As a result of the foregoing, the Company is not eligible
to incorporate information by reference and has revised the disclosure set forth on pages  5, 46, 48, 55, 56, 68, 75 and 87 (See
sections “Risk Factors,” “Selected Consolidated Financial Information and Other Data,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures about
Market Risk,” “Business,” “Management,” “Related Party Transactions,” and “Taxation—U.S.
Federal Income Tax Considerations Relating to Holding our Ordinary Shares”) of the Registration Statement.

 Exhibits

 2. The legal opinion you file as exhibit 5.1 should address each transaction that
you intend to register. In this regard, paragraph 3 of exhibit 5.1 indicates you are registering the issuance of shares, including shares
issuable upon exercise of warrants, but paragraph (b) on the first page of that exhibit indicates you are also registering the issuance
of warrants. The fee table, however, does not appear to include the shares issuable upon exercise of warrants or the warrants. Please
revise or advise.

In response to the Staff’s comment,
the Company has filed an amended opinion that does not cover the issuance of shares underlying warrants. The Company respectfully clarifies
that the offer and sale of the shares underlying warrants was initially registered by the Company on a registration statement on Form
F-1 (File No. 333-269439) filed with the Commission on January 27, 2023 (the “Resale F-1”) and subsequently declared
effective by the Commission on March 27, 2023. Accordingly, the filing fee payable in connection with offer and sale of shares underlying
warrants is covered by the filing fee table filed as exhibit 107 of the Resale F-1. Further, the offer and sale of shares underlying warrants
was subsequently transferred to a combined prospectus contained in a registration statement on Form F-3 (File No. 333-283113) (the “Resale
F-3”), which was initially declared effective by the Commission on November 19, 2024.

As required by Rule 414(d) under the
Securities Act of 1933, as soon as reasonably practicable following the completion of the re-domiciliation, the Company expects to file
post-effective amendments to all its registration statements (including the Registration Statement and the Resale F-3) so that Moolec
(Cayman) will adopt the registration statements of Moolec (Luxembourg) as its own.

 3. We note the reference in paragraph 4 of exhibit 8.1 to “we are of the following
opinion” and the statement in paragraph 4.1 of exhibit 8.1 that “The statements contained in the section of the Prospectus
under the heading “Luxembourg Tax Considerations” are correct and not misleading in all material respects.” Please revise
to state clearly that the statements contained in the section of the Prospectus under the heading “Luxembourg Tax Considerations”
are the opinion of counsel. Refer to Section III.B.2. of Staff Legal Bulletin 19.

In response to the Staff’s comment,
the Company has revised the disclosure set forth on page 86 (See “The following discussion is the opinion of Linklaters LLP,
Luxembourg, […]”) of the Registration Statement.

    2

 4. We note the reference in paragraph 3 of exhibit 8.3 that “we are of the
opinion that the statements included in the Registration Statement under the heading ‘Cayman Islands Tax Considerations’,
insofar as such statements summarize the laws of the Cayman Islands, are accurate and fairly represent in all material respects summaries
of Cayman Islands laws and regulations as they apply to entities incorporated under, or registered by way of continuation under, the laws
of the Cayman Islands.” Please revise to clearly state that the statements made in the Registration Statement under the heading
“Cayman Islands Tax Considerations” are the opinion of counsel. Refer to Section III.B.2. of Staff Legal Bulletin 19.

In response to the Staff’s comment,
the Company has revised the disclosure set forth on page 86 (See “The following discussion is the opinion of Ogier
(Cayman) LLP, […]”) of the Registration Statement.

 General

 5. From your disclosure and the Form 6-K dated December 30, 2024, it appears your
shareholders already approved the redomiciliation from the Grand Duchy of Luxembourg to the Cayman Islands and related matters. Consequently,
it also appears that the offer and sale of securities you are now attempting to register has already occurred. Please provide your analysis
of how this transaction is being conducted consistent with Securities Act Section 5.

As discussed with the Staff and as disclosed
in the Registration Statement, the Redomiciliation will only be complete once the Company requests and the Registrar of Companies in the
Cayman Islands issues a certificate of registration by way of continuation to the Cayman Islands as an exempted company.

The Company has revised the
disclosure set forth on pages 2 and 43 of the Registration Statement to clarify that it will hold a new extraordinary meeting of
shareholders to approve the Redomiciliation as soon as reasonably practicable after the Registration Statement is declared effective
by the Commission. Only following such shareholder approval will the Company complete the Redomiciliation.  The Company
understands that conducting the offer and sale of securities in this order and manner will be consistent with Securities Act Section
5.

If you have any questions
or comments concerning this filing or require any additional information, please do not hesitate to call me at (212) 903-9306.

Sincerely,

    /s/ Matthew S. Poulter

    Matthew S. Poulter

    3

February 26, 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
Registration Statement on Form F-4
Filed February 6, 2025
File No. 333-284744
Dear Jose Lopez Lecube:
            We have conducted a limited review of your 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.
Registration Statement on Form F-4 filed February 6, 2025
Incorporation of Certain Information by Reference, page 30
1.It does not appear that the company satisfies the requirements of General Instruction
B.1(a) of Form F-4 and General Instruction I.B.1 of Form F-3, which would allow you
to incorporate certain required information by reference.  Please advise us why the
company is eligible to incorporate by reference or revise your filing accordingly.
Exhibits
The legal opinion you file as exhibit 5.1 should address each transaction that you
intend to register. In this regard, paragraph 3 of exhibit 5.1 indicates you are
registering the issuance of shares, including shares issuable upon exercise of warrants,
but paragraph (b) on the first page of that exhibit indicates you are also registering the 2.

February 26, 2025
Page 2
issuance of warrants.  The fee table, however, does not appear to include the shares
issuable upon exercise of warrants or the warrants.  Please revise or advise.
3.We note the reference in paragraph 4 of exhibit 8.1 to "we are of the following
opinion" and the statement in paragraph 4.1 of exhibit 8.1 that "The statements
contained in the section of the Prospectus under the heading “ Luxembourg Tax
Considerations ” are correct and not misleading in all material respects."  Please revise
to state clearly that the statements contained in the section of the Prospectus under the
heading “ Luxembourg Tax Considerations ” are the opinion of counsel. Refer to
Section III.B.2. of Staff Legal Bulletin 19.

4.We note the reference in paragraph 3 of exhibit 8.3 that "we are of the opinion that the
statements included in the Registration Statement under the heading 'Cayman Islands
Tax Considerations', insofar as such statements summarise the laws of the Cayman
Islands, are accurate and fairly represent in all material respects summaries of
Cayman Islands laws and regulations as they apply to entities incorporated under, or
registered by way of continuation under, the laws of the Cayman Islands."  Please
revise to clearly state that the statements made in the Registration Statement under the
heading "Cayman Islands Tax Considerations" are the opinion of counsel. Refer to
Section III.B.2. of Staff Legal Bulletin 19.

General
5.From your disclosure and the Form 6-K dated December 30, 2024, it appears your
shareholders already approved the redomiciliation from the Grand Duchy of
Luxembourg to the Cayman Islands and related matters.  Consequently, it also appears
that the offer and sale of securities you are now attempting to register has already
occurred.  Please provide your analysis of how this transaction is being conducted
consistent with Securities Act Section 5.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek at 202-551-3641
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

February 26, 2025
Page 3
cc:Matthew Poulter

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November 15, 2024

U.S. Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

    Re:

    Moolec Science SA (the “Company”)

    Acceleration Request for Registration Statement on Form F-3

    (File No. 333-283113)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
the Company hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it becomes effective
at 4:30 p.m., Eastern Time, on November 19, 2024, or as soon thereafter as practicable.

The Company also requests that the Securities and Exchange Commission
confirm the effective date and time of the Registration Statement to Company counsel, Linklaters LLP, Attention: Matthew S. Poulter, by
email to matthew.poulter@linklaters.com, or Emilio Minvielle, by email to emilio.minvielle@linklaters.com.

    Sincerely,

    MOOLEC SCIENCE SA

    By:

    /s/ Gastón Paladini

    Name:
    Gastón Paladini

    Title:
    Chief Executive Officer, Director

November 15, 2024
Gastón Paladini
Chief Executive Officer
Moolec Science SA
17, Boulevard F.W. Raiffeisen
L-2411 Luxembourg
Grand Duchy of Luxembourg
Re:Moolec Science SA
Registration Statement on Form F-3
Filed on November 12, 2024
File No. 333-283113
Dear Gastón Paladini:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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May 5, 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

Post-Effective Amendment No. 2 to Form F-1

Filed on April 24, 2023

File No. 333-269439

Ladies and Gentlemen:

Reference is made to the Post-Effective
Amendment No. 2 to Form F-1 (File No. 333-269439) filed by Moolec Science SA (the “Company”) with the U.S. Securities
and Exchange Commission on April 24, 2023 (the “Registration Statement”).

The Company hereby requests
the Registration Statement to be made effective at 4:00 pm, Eastern Time, on May 9, 2023, or as soon as possible thereafter, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

Once the Registration Statement
is effective, please confirm effectiveness with our counsel, Linklaters LLP, by calling Matthew Poulter at (212) 903-9306.

    Very truly yours,

    Moolec Science SA

    By:
    /s/ Gastón Paladini

    Name:
    Gastón Paladini

    Title:
    Chief Executive Officer

cc: Matthew S. Poulter and Pierre-Emmanuel Perais, Linklaters
LLP

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May 4, 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

Registration Statement on Form F-1

Filed on January 27, 2023

Post-Effective Amendment No. 1 to Form F-1

Filed on March 31, 2023

Post-Effective Amendment No. 2 to Form F-1

Filed on April 21, 2023

File No. 333-269439

Ladies and Gentlemen:

Reference is made to the Registration
Statement on Form F-1 (File No. 333-269439) filed by Moolec Science SA (the “Company”) with the U.S. Securities and
Exchange Commission on January 27, 2023, as amended on March 31, 2023 and April 21, 2023 (the “Registration Statement”).

The Company hereby requests
the Registration Statement to be made effective at 4:00 pm, Eastern Time, on May 8, 2023, or as soon as possible thereafter, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

Once the Registration Statement
is effective, please confirm effectiveness with our counsel, Linklaters LLP, by calling Matthew Poulter at (212) 903-9306.

                    Very truly yours,

    Moolec Science SA

    By:
    /s/ Gastón Paladini

    Name:
    Gastón Paladini

    Title:
    Chief Executive Officer

cc: Matthew S. Poulter and Pierre-Emmanuel Perais, Linklaters LLP

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May 4, 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:
    Eranga Dias

    Re:
    Moolec Science SA

Registration Statement on Form F-1

Filed on April 17, 2023

File No. 333-271282

Ladies and Gentlemen:

Reference is made to the Registration
Statement on Form F-1 (File No. 333-271282) filed by Moolec Science SA (the “Company”) with the U.S. Securities and
Exchange Commission on April 17, 2023 (the “Registration Statement”).

The Company hereby requests
the Registration Statement to be made effective at 4:00 pm, Eastern Time, on May 8, 2023, or as soon as possible thereafter, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

Once the Registration Statement
is effective, please confirm effectiveness with our counsel, Linklaters LLP, by calling Matthew Poulter at (212) 903-9306.

    Very truly yours,

    Moolec Science SA

    By:
    /s/ Gastón Paladini

    Name:
    Gastón Paladini

    Title:
    Chief Executive Officer

cc: Matthew S. Poulter

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March 23, 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

Registration Statement on Form F-1

Filed on January 27, 2023

File No. 333-269439

Ladies and Gentlemen:

Reference is made to the Registration
Statement on Form F-1 (File No. 333-269439) filed by Moolec Science SA (the “Company”) with the U.S. Securities and
Exchange Commission on January 27, 2023, as amended (the “Registration Statement”).

The Company hereby requests
the Registration Statement to be made effective at 4:00 pm, Eastern Time, on March 27, 2023, or as soon as possible thereafter, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

Once the Registration Statement
is effective, please confirm effectiveness with our counsel, Linklaters LLP, by calling Matthew Poulter at (212) 903-9306.

    Very truly yours,

    Moolec Science SA

    By:
    /s/ Gastón Paladini

    Name:
     Gastón Paladini

    Title:
    Chief Executive Officer

cc: Matthew S. Poulter and Pierre-Emmanuel Perais, Linklaters LLP

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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.

* * * * * * * * *

    2

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

3

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

CORRESP
1
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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 17, 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

  Registration Statement on Form F-1

  Filed on January 27, 2023

  File No. 333-269439

Ladies and Gentlemen:

Moolec Science SA (the “Company”)
previously submitted the registration statement on Form F-1 to the Securities and Exchange Commission (the “SEC”) on
January 27, 2023 (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 February 8, 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. 1 to the Registration Statement (“Amendment No. 1 to the Registration Statement”).

Form F-1 filed January 27, 2023

Cover Page

 1. For each of the shares being registered for resale, disclose the price that the selling securityholders
paid for such shares or warrants overlying such shares.

In response to the Staff’s comment,
the Company has revised its disclosure on the cover page and on page 96 of Amendment No. 1 to the Registration Statement.

 2. Disclose the exercise prices of the warrants compared to the market price of the underlying securities.
If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar
disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with
the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion
on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

In response to the Staff’s comment,
the Company has revised its disclosure on the cover page and on pages 15, 40, 41, 56 and 82 of Amendment No. 1 to the Registration Statement.

 3. We note the significant number of redemptions of your common stock in connection with your business
combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note
that most of the shares being registered for resale were purchased by the selling securityholders for prices considerably below the current
market price of the common stock. Highlight the significant negative impact sales of shares on this registration statement could have
on the public trading price of the common stock.

In response to the Staff’s comment,
the Company has revised its disclosure on the cover page of Amendment No. 1 to the Registration Statement.

Risk Factors, page 22

 4. Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant
to this registration statement could have on the public trading price of the common stock. To illustrate this risk, disclose the purchase
price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares
outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors
have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the
public investors.

In response to the Staff’s comment,
the Company has revised its disclosure on pages 40 and 41 of Amendment No. 1 to the Registration Statement.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations, page 70

 5. In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current
trading price of the common stock, expand your discussion of capital resources to address any changes in the company’s liquidity
position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering
on the company’s ability to raise additional capital.

In response to the Staff’s comment,
the Company has revised its disclosure on page 82 of Amendment No. 1 to the Registration Statement.

 6. Please expand your discussion here to reflect the fact that this offering involves the potential sale
of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock.
Your discussion should highlight the fact that BG Farming Technologies Limited, and Union Group Ventures Ltd., beneficial owners of almost
80% of your outstanding shares, will be able to sell all of their shares for so long as the registration statement of which this prospectus
forms a part is available for use.

In response to the Staff’s comment,
the Company has revised its disclosure on the cover page and on page 82 of Amendment No. 1 to the Registration Statement.

 7. Please disclose whether you entered into any forward purchase or other agreements that provide certain
investors with the right to sell back shares to the company at a fixed price for a given period after the closing date of the business
combination. If so, please revise to discuss the risks that these agreements may pose to other holders if you are required to buy back
the shares of your common stock as described therein. For example, discuss how such forced purchases would impact the cash you have available
for other purposes and to execute your business strategy.

The Company has not entered into any
forward purchase or other agreements that provide certain investors with the right to sell back shares to the Company at a fixed price
for a given period after the closing date of the business combination.

    2

Signatures, page II-5

 8. Please revise to identify the individuals signing in the capacities of your principal executive officer,
principal financial officer, and principal accounting officer or controller. Refer to Instruction 1 to Signatures on Form F-1. Additionally
tell us where Form F-1 requires that the document be signed by the “Global Controller,” or alternatively revise to remove this
signature.

In response to the Staff’s comment,
the Company has revised the signature pages of Amendment No. 1 to the Registration Statement.

General

 9. Revise your prospectus to disclose the price that each selling securityholder paid for the shares being
registered for resale, including the price for warrants overlying such shares. Highlight any differences in the current trading price,
the prices that the Sponsor or other selling securityholders acquired their shares and warrants, and the price that the public securityholders
acquired their shares and warrants. Disclose that while the Sponsor or other selling securityholders may experience a positive rate of
return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

In response to the Staff’s comment,
the Company has revised its disclosure on the cover page and on pages 40, 41 and 96 of Amendment No. 1 to the Registration Statement.

 10. Please revise to update your disclosures throughout the filing and address areas that appear to need
updating or that present inconsistences. Non-exclusive examples of areas where disclosure should be updated are as follows:

 ● Disclosure on page 12 states that, “In order to provide
payment for any costs related to the dispute with EarlyBird, the Sponsor agreed to place certain Ordinary Shares owned by the Sponsor
into an escrow account as soon as practicable after Closing. Such shares would be transferred to the Company in the event such costs
exceed certain thresholds that have been agreed between the Sponsor and the Company.” Update your disclosure to describe the current
status of this dispute and escrow account, including the number of shares and the conditions upon which they have been or will be transferred
to you. Additionally update disclosure under the subheading “Amendment to Business Combination Marketing Agreement” to clarify
which steps have been taken and which are subject to dispute. File related agreements as exhibits to your registration statement; in
this regard we note that only the Amendment is filed as Exhibit 10.7.

In response to the Staff’s comment,
the Company has revised its disclosure on pages 12, 13 and 72 of Amendment No. 1 to the Registration Statement. In addition, the Company
has filed the Agreement on Funds Flow dated December 30, 2022, as Exhibit 10.10.

 ● Update disclosure that describes your reporting obligations
under the Exchange Act in the future tense, for example on pages 13 (“will report”), 38 (“will be subject”), and
40 (“will not be subject”).

In response to the Staff’s comment,
the Company has revised its disclosure on pages 13, 39 and 42 of Amendment No. 1 to the Registration Statement.

 ● Disclosure on page 39 states that, “Shareholders and investors should not place any reliance on
the fact that Nomura has been previously involved with this transaction . . .” Update this statement and the risk factor caption
to clarify which transaction is being referenced, given that the business combination has already occurred.

In response to the Staff’s comment,
the Company has revised its disclosure on page 40 of Amendment No. 1 to the Registration Statement.

 ● We note disclosure on page 49 that indicates the parties to the Backstop Agreement entered into a Memorandum
of Understanding; please file this as an exhibit to your registration statement.

In response to the Staff’s comment,
the Company has filed the Memorandum of Understanding dated December 30, 2022 relating to the Backstop Agreement as Exhibit 4.6.

 ● Disclosure on page 67 regarding the service agreement with INDEAR states that, “The contract is
expected to expire in December 2022 after the completion of the project.” Update this statement to reflect the current status of
the project and the contract. Disclosure regarding the service agreement with Future Foods states that, “This agreement is effective
until December 2022 with the possibility to renew for an additional six-month period.” Update this statement to reflect the current
status of the agreement. Make appropriate conforming changes to the table on page 68.

In response to the Staff’s comment,
the Company has revised its disclosure on pages 69 and 70 of Amendment No. 1 to the Registration Statement.

* * * * * * * * *

    3

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

4

United States securities and exchange commission logo
February 8, 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
Registration Statement on Form F-1
Filed on January 27, 2023
File No. 333-269439
Dear Gastón Paladini:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form F-1 filed January 27, 2023
Cover Page
1.For each of the shares being registered for resale, disclose the price that the selling
securityholders paid for such shares or warrants overlying such shares.
2.Disclose the exercise prices of the warrants compared to the market price of the
underlying securities. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on

 FirstName LastNameGastón Paladini
 Comapany NameMoolec Science SA
 February 8, 2023 Page 2
 FirstName LastNameGastón Paladini
Moolec Science SA
February 8, 2023
Page 2
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
3.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. We also note that most of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the common stock. Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of the common stock.
Risk Factors, page 22
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is
significantly below the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
70
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that BG Farming Technologies Limited, and Union Group Ventures
Ltd., beneficial owners of almost 80% of your outstanding shares, will be able to sell all of
their shares for so long as the registration statement of which this prospectus forms a part
is available for use.
7.Please disclose whether you entered into any forward purchase or other agreements that
provide certain investors with the right to sell back shares to the company at a fixed price
for a given period after the closing date of the business combination. If so, please revise to
discuss the risks that these agreements may pose to other holders if you are required to
buy back the shares of your common stock as described therein. For example, discuss how

 FirstName LastNameGastón Paladini
 Comapany NameMoolec Science SA
 February 8, 2023 Page 3
 FirstName LastNameGastón Paladini
Moolec Science SA
February 8, 2023
Page 3
such forced purchases would impact the cash you have available for other purposes and to
execute your business strategy.
Signatures, page II-5
8.Please revise to identify the individuals signing in the capacities of your principal
executive officer, principal financial officer, and principal accounting officer
or controller.  Refer to Instruction 1 to Signatures on Form F-1.  Additionally tell us where
Form F-1 requires that the document be signed by the "Global Controller," or alternatively
revise to remove this signature.
General
9.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares being registered for resale, including the price for warrants overlying such shares.
Highlight any differences in the current trading price, the prices that the Sponsor or other
selling securityholders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants. Disclose that while the Sponsor or
other selling securityholders may experience a positive rate of return based on the current
trading price, the public securityholders may not experience a similar rate of return on the
securities they purchased due to differences in the purchase prices and the current trading
price. Please also disclose the potential profit the selling securityholders will earn based
on the current trading price. Lastly, please include appropriate risk factor disclosure.
10.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistences.  Non-exclusive examples of areas
where disclosure should be updated are as follows:

•Disclosure on page 12 states that, "In order to provide payment for any costs related
to the dispute with EarlyBird, the Sponsor agreed to place certain Ordinary Shares
owned by the Sponsor into an escrow account as soon as practicable after Closing.
Such shares would be transferred to the Company in the event such costs exceed
certain thresholds that have been agreed between the Sponsor and the Company."
Update your disclosure to describe the current status of this dispute and escrow
account, including the number of shares and the conditions upon which they have
been or will be transferred to you.  Additionally update disclosure under the
subheading "Amendment to Business Combination Marketing Agreement" to clarify
which steps have been taken and which are subject to dispute.  File related
agreements as exhibits to your registration statement; in this regard we note that only
the Amendment is filed as Exhibit 10.7.

•Update disclosure that describes your reporting obligations under the Exchange Act
in the future tense, for example on pages 13 ("will report"), 38 ("will be subject"),
and 40 ("will not be subject").

 FirstName LastNameGastón Paladini
 Comapany NameMoolec Science SA
 February 8, 2023 Page 4
 FirstName LastName
Gastón Paladini
Moolec Science SA
February 8, 2023
Page 4
•Disclosure on page 39 states that, "Shareholders and investors should not place any
reliance on the fact that Nomura has been previously involved with this transaction . .
. ."  Update this statement and the risk factor caption to clarify which transaction is
being referenced, given that the business combination has already occurred.

•We note disclosure on page 49 that indicates the parties to the Backstop Agreement
entered into a Memorandum of Understanding; please file this as an exhibit to your
registration statement.

•Disclosure on page 67 regarding the service agreement with INDEAR states that,
"The contract is expected to expire in December 2022 after the completion of the
project."  Update this statement to reflect the current status of the project and the
contract.  Disclosure regarding the service agreement with Future Foods states that,
This agreement is effective until December 2022 with the possibility to renew for an
additional six-month period."  Update this statement to reflect the current status of the
agreement.  Make appropriate conforming changes to the table on page 68.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
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December 2, 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

  Registration Statement on Form F-4

  File No. 333-267912

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form F-4 (File No.
333-267912) filed by Moolec Science SA (the “Company”) with the U.S. Securities and Exchange Commission on October
17, 2022, as amended (the “Registration Statement”).

The Company hereby requests the Registration Statement to be made effective
at 4:00pm, Eastern Time, on December 5, 2022, or as soon as possible thereafter, in accordance with Rule 461 under the Securities Act
of 1933, as amended.

Once the Registration Statement is effective, please confirm effectiveness
with our counsel, Linklaters LLP, by calling Matthew Poulter at (212) 903-9306.

    Very truly yours,

    Moolec Science SA

    By:
    /s/ Gastón Paladini

    Name:
    Gastón Paladini

    Title:
    Class A Director

cc: Matthew S. Poulter and Pierre-Emmanuel Perais, Linklaters
LLP

  Robert Bennett, LightJump Acquisition Corporation

  Leib Orlanski and Matt Ogurick, K&L Gates LLP

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

United States securities and exchange commission logo
November 29, 2022
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-4
Filed on November 21, 2022
File No. 333-267912
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 October 28, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1
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

 FirstName LastNameGastón Paladini
 Comapany NameMoolec Science SA
 November 29, 2022 Page 2
 FirstName LastName
Gastón Paladini
Moolec Science SA
November 29, 2022
Page 2
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.
            You may contact t Kevin Stertzel at (202) 551-3723 or Melissa Gilmore at (202) 551-
3777 if you have questions regarding comments on the financial statements and related matters.
Please contact Bradley Ecker at (202) 551-4985 or Erin Purnell at (202) 551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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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

November 21, 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

    Registration Statement on Form F-4

    Filed on October 17, 2022

    File No. 333-267912

Ladies and Gentlemen:

Moolec Science
SA (the “Company”) previously submitted the registration statement on Form F-4 to the Securities and Exchange Commission
(the “SEC”) on October 17, 2022 (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 October 28, 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. 1 to the Registration Statement (“Amendment No. 1 to the Registration Statement”).

Form F-4 filed October 17, 2022

Unaudited Pro Form Combined Financial Information, page
82

 1. We note your agreements provide that “EarlyBird” shall receive cash fees
at the point the transactions are consummated and share fees within roughly 6 months of the anniversary of the closing. It appears you
should include pro forma adjustments for these agreements in your pro forma financial information, or otherwise please explain to us why
you believe these amounts should not be reflected in your presentation.

In response to the Staff’s comment, the Company has revised its
disclosure on pages 88 and 89 of Amendment No. 1 to the Registration Statement. The Company respectfully informs the Staff that the variable
number of shares to be issued to EarlyBird will have a neutral effect because the Sponsor of the SPAC has agreed to forfeit the same number
of shares of the Company.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 130

 2. We note that you have filed a short-form tax opinion as Exhibit 8.1. Please therefore
revise the tax disclosure in the prospectus to state clearly that the disclosure in the tax consequences section of the prospectus is
the opinion of the named counsel. Please refer to Section III.B.2. of Staff Legal Bulletin No. 19 for more information. In addition, please
file a final, executed, version of Exhibit 8.1 in a pre-effective amendment to the registration statement.

In response to the Staff’s comment, the Company has revised its
disclosure on pages 130 and 132-134 of Amendment No. 1 to the Registration Statement. A final, executed version of the legal opinion is
also included as Exhibit 8.1 to Amendment No. 1 to the Registration Statement.

General

 3. We note that the SPAC Sponsor and affiliates of Moolec Science have announced their
intention to potentially purchase SPAC securities from redeeming stockholders to ensure the minimum cash amount is met. Please provide
your analysis on how such purchases comply with Rule 14e-5.

The Company respectfully acknowledges
the Staff’s comments and makes reference to Compliance and Disclosure Interpretation (“C&DI”) Question 166.01 related
to the list of parameters under which the Staff would permit any such applicable purchases of SPAC securities by the SPAC sponsor or its
affiliates outside of the redemption offer.

The Company agrees and confirms that any purchase of SPAC securities
will comply with the conditions indicated in C&DI Question 166.01. In response to the Staff’s comments, the Company has also
revised its disclosure on pages 16, 17, 74, 125, 171 and 218 of Amendment No. 1 to the Registration Statement to clarify that any Public
Shares purchased by the SPAC Sponsor or affiliates of Moolec Science will (i) be purchased at a price no higher than the price offered
through the SPAC redemption process, (ii) not be voted in favor of the business combination transaction and (iii) not have redemption
rights, or such rights would be waived. The Company also respectfully informs the Staff that the SPAC intends to file in a Form 8-K the
requisite information outlined in C&DI Question 166.01.

*  *  *  *  *  *  *  *  *

    2

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

3

United States securities and exchange commission logo
October 28, 2022
Gastón Paladini
Chief Executive Officer
Moolec Science SA
17, Boulevard F.W. Raiffeisen
L-2411 Luxembourg,
Grand Duchy of Luxembourg
Re:Moolec Science SA
Registration Statement on Form F-4
Filed on October 17, 2022
File No. 333-267912
Dear Gastón Paladini:
            We have reviewed your 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.
Form F-4 filed October 17, 2022
Unaudited Pro Form Combined Financial Information, page 82
1.We note your agreements provide that "EarlyBird" shall received cash fees at the point the
transactions are consummated and share fees within roughly 6 months of the anniversary
of the closing.   It appears you should include pro forma adjustments for these agreements
in your pro forma financial information, or otherwise please explain to us why you believe
these amounts should not be reflected in your presentation.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 130
2.We note that you have filed a short-form tax opinion as Exhibit 8.1. Please therefore
revise the tax disclosure in the prospectus to state clearly that the disclosure in the tax

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 Comapany NameMoolec Science SA
 October 28, 2022 Page 2
 FirstName LastName
Gastón Paladini
Moolec Science SA
October 28, 2022
Page 2
consequences section of the prospectus is the opinion of the named counsel. Please refer
to Section III.B.2. of Staff Legal Bulletin No. 19 for more information. In addition, please
file a final, executed, version of Exhibit 8.1 in a pre-effective amendment to the
registration statement.
General
3.We note that the SPAC Sponsor and affiliates of Moolec Science have announced their
intention to potentially purchase SPAC securities from redeeming stockholders to ensure
the minimum cash amount is met. Please provide your analysis on how such purchases
comply with Rule 14e-5.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kevin Stertzel at (202) 551-3723 or Melissa Gilmore at (202) 551-
3777 if you have questions regarding comments on the financial statements and related matters.
Please contact Bradley Ecker at (202) 551-4985 or Erin Purnell at (202) 551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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

October 17, 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 Glimore

  Bradley Ecker

  Erin Purnell

    Re:
    Moolec Science SA

    Amendment No. 1 to Draft Registration Statement on Form F-4

    Submitted September 27, 2022

    CIK No. 0001937737

Ladies and Gentlemen:

Moolec Science SA (the “Company”)
previously submitted Amendment No. 1 to the draft registration statement on Form F-4 to the Securities and Exchange Commission (the “SEC”)
on September 27, 2022 (the “Amended Draft 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 October 11, 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 publicly filing a registration statement on Form F-4 (the “Registration Statement”)
in response to the Staff’s comments.

DRS/A filed September 27, 2022

General

 1. We note your response to our prior comment 1. Please include risk factor disclosure that addresses
how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review
by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you
from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such
as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which
would expire worthless.

In response to the Staff’s comment,
the Company has revised its disclosure on page 78 of the Registration Statement.

Q. What equity stake will current LightJump
Holders and current Company Shareholders have in Holdco after the Closing?, page 14

 2. We note your response to our prior comment 3 that there are currently no agreements made ancillary
to the backstop agreement. Please revise your table in this section to state that, in scenarios where enough shareholders redeem their
shares, the assumption that obligations under the Backstop Agreement will be satisfied through a cash contribution to Holdco is subject
to change. Please also briefly describe the material terms of your Backstop Agreement, including the Redemption Reversals.

In response to the Staff’s
comment, the Company has revised its disclosure on pages 15 and 35 of the Registration Statement to include a summary of the
Backstop Agreement’s material terms, including the Redemption Reversals.

Fairness Opinion, page 99

 3. Please attach the fairness opinion in your next amendment.

In response to the Staff’s
comment, the Company has revised its disclosure on pages 14 and 103-110 of the Registration Statement to include disclosure
related to the fairness opinion and has included the fairness opinion as Annex B.

    2

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS,
page 119

 4. We note your disclosure that “the business combination could be treated as a “reorganization”
within the meaning of Section 368(a)(1)(A)”. Please revise here and on page 19 to state clearly whether the transaction will qualify
as a reorganization and provide an opinion as to the material tax consequences of the merger. If there is uncertainty regarding the tax
treatment of the transactions, counsel may issue a “should” or “more likely than not” opinion to make clear that the
opinion is subject to a degree of uncertainty, and explain why it cannot give a firm opinion. Please revise your risk factor disclosure
accordingly. Refer to Section III.C of Staff Legal Bulletin No. 19.

In response to the Staff’s
comment, the Company has revised its tax disclosures on pages 19 and 132 to state that the Merger is intended to qualify as a
reorganization and if the Merger does not so qualify then the Merger (taken together with the Exchange) is intended to qualify as an
exchange governed by Section 351 of the Code. The Company has attached as Exhibit 8.1 a draft legal opinion which opines that the
statements in the Registration Statement under the caption “Material U.S. Federal Income Tax Considerations,”
addresses the material U.S. federal income tax consequences of the Merger and the redemption of SPAC Common Stock for cash, in each
case pursuant to the Business Combination, and is accurate in all material respects. The Company has also adjusted its risk factor
disclosure on page 79 in response to the Staff’s comment.

Financial Statements

General, page F-1

 5. We note your response to our prior comment 17 that you have not provided updated financial information
in an effort to expedite our review. Please note, we may require additional time to process your filing when updated financial information
is provided.

In response to the Staff’s comment,
the Company has included all financial information, including all pro forma presentations, required by Regulation S-X. The Company respectfully
directs the Staff’s attention to pages 41-60, 81-90 and F-44 – F-68 of 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

3

United States securities and exchange commission logo
October 11, 2022
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 Draft Registration Statement on Form F-4
Submitted September 27, 2022
CIK No. 0001937737
Dear Gastón Paladini:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
DRS/A filed September 27, 2022
General
1.We note your response to our prior comment 1. Please include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business

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 October 11, 2022 Page 2
 FirstName LastName
Gastón Paladini
Moolec Science SA
October 11, 2022
Page 2
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
Q. What equity stake will current LightJump Holders and current Company Shareholders have in
Holdco after the Closing?, page 14
2.We note your response to our prior comment 3 that there are currently no agreements
made ancillary to the backstop agreement. Please revise your table in this section to state
that, in scenarios where enough shareholders redeem their shares, the assumption that
obligations under the Backstop Agreement will be satisfied through a cash contribution to
Holdco is subject to change. Please also briefly describe the material terms of your
Backstop Agreement, including the Redemption Reversals.
Fairness Opinion, page 99
3.Please attach the fairness opinion in your next amendment.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 119
4.We note your disclosure that "the business combination could be treated as a
"reorganization" within the meaning of Section 368(a)(1)(A)". Please revise here and on
page 19 to state clearly whether the transaction will qualify as a reorganization and
provide an opinion as to the material tax consequences of the merger. If there
is uncertainty regarding the tax treatment of the transactions, counsel may issue a "should"
or "more likely than not" opinion to make clear that the opinion is subject to a degree
of uncertainty, and explain why it cannot give a firm opinion. Please revise your risk
factor disclosure accordingly. Refer to Section III.C of Staff Legal Bulletin No. 19.
Financial Statements
General, page F-1
5.We note your response to our prior comment 17 that you have not provided updated
financial information in an effort to expedite our review.  Please note, we may require
additional time to process your filing when updated financial information is provided.

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 FirstName LastName
Gastón Paladini
Moolec Science SA
October 11, 2022
Page 3
            You may contact Kevin Stertzel at (202) 551-3723 or Melissa Gilmore at (202) 551-
3777 if you have questions regarding comments on the financial statements and related matters.
Please contact Bradley Ecker at (202) 551-4985 or Erin Purnell at (202) 551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
September 8, 2022
Gastón Paladini
Chief Executive Officer
Moolec Science SA
17, Boulevard F.W. Raiffeisen
L-2411 Luxembourg,
Grand Duchy of Luxembourg
Re:Moolec Science SA
Draft Registration Statement on Form F-4
Submitted August 12, 2022
CIK No. 0001937737
Dear Mr. Paladini:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4 Submitted August 12, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on

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 September 8, 2022 Page 2
 FirstName LastNameGastón Paladini
Moolec Science SA
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Page 2
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
2.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions. For example,
discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials; inventory shortages; closed factories or stores; reduced headcount;
or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions among countries; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
3.Wherever applicable, please provide more prominent disclosure regarding the material
terms of your Backstop Agreement, including the impact on your investors should you
undertake to exercise the Redemption Reversals you describe. Disclose the benefits to the
Sponsor and its affiliates in executing the Backstop Agreement, including whether and to
what extent these agreements ensure that the business combination will be approved, that
there is a sufficient amount of cash in the SPAC's trust account, and/or that the benefits to
the Sponsor if the agreement ensures completion of the business combination. Disclose
whether any agreements made ancillary to the Backstop Agreement are in place with
respect to the Contribution Commitments you describe, and file such agreements as
exhibits to your registration statement.
4.We note that Nomura Securities International, Inc. is ending its role with respect to the
business combination.  Please revise to describe Nomura's role and explain how
its resignation may impact the transaction. Please provide us with any correspondence
between Nomura and Moolec relating to Nomura's resignation.
5.Please tell us whether Nomura was involved in the preparation of any disclosure that is
included in the registration statement, or material underlying disclosure in the registration
statement, including but not limited to the disclosure regarding the summary of the
financial analyses prepared by Moolec's management and reviewed by the board of

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September 8, 2022
Page 3
directors of LightJump or the projected financial information of Moolec. If Nomura was
involved in preparing this disclosure, please also include a risk factor describing their role
in connection with the preparation of the registration statement and the valuation of
Moolec and that they disclaim any liability in connection with such disclosure included in
the registration statement. If applicable, please also disclose the rationale for continuing to
rely on information disclaimed by the professional organization associated with or
responsible for such information.
6.Please disclose whether Nomura assisted in the preparation or review of any materials
reviewed by LightJump's board of directors or management as part of their services to
Moolec and whether Nomura has withdrawn its association with those materials and
notified LightJump of such disassociation. For context, include that there are similar
circumstances in which a financial institution is named and that Nomura's resignation
indicates it is not willing to have the liability associated with such work in this transaction
7.Please provide us with the engagement letter between Nomura and Moolec. Please
disclose any ongoing obligations of the Company pursuant to the engagement letter that
will survive the termination of the engagement, such as indemnification provisions, rights
of first refusal, and lockups, and discuss the impacts of those obligations on the Company
in the registration statement.
8.Please provide us with a letter from Nomura stating whether it agrees with the statements
made in your prospectus related to their resignation and, if not, stating the respects in
which they do not agree. Please revise your disclosure accordingly to reflect that you have
discussed the disclosure with Nomura and it either agrees or does not agree with the
conclusions and the risks associated with such outcome. If Nomura does not respond,
please revise your disclosure to indicate you have asked and not received a response and
disclose the risks to investors. Additionally, please indicate that Nomura withdrew from
its role and forfeited its fees, if applicable, and that the firm refused to discuss the reasons
for its resignation and forfeiture of fees, if applicable, with management. Clarify whether
Nomura performed substantially all the work to earn its fees.
9.Please revise your disclosure to highlight for investors that Nomura's withdrawal indicates
that it does not want to be associated with the disclosure or underlying business analysis
related to the transaction. In addition, revise your disclosure to caution investors that they
should not place any reliance on the fact that Nomura has been previously involved with
the transaction.
10.Please disclose any fees paid or due to Nomura in connection with its role. If any of these
fees will be forfeited by their resignation, please revise to disclose this information.
11.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.

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 September 8, 2022 Page 4
 FirstName LastNameGastón Paladini
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September 8, 2022
Page 4
12.Please disclose the Sponsor and its affiliates' total potential ownership in the combined
company, assuming exercise and conversion of all securities.
The Business Combination
LightJump's Board of Directors' Reasons for the Approval of the Business Combination, page 93
13.Please disclose whether the LightJump board reviewed projected or prospective financial
information of Moolec in connection with the business combination.  If so, please revise
to include such information in the registration statement.
Business of Moolec and Certain Information about Moolec, page 132
14.We note your disclosure on page 96 of the uncertainty of "Moolec’s ability to meet its
development timelines." Please disclose Moolec's development timelines, including
whether Moolec has an expected timeline to deliver products to market. In this regard, we
note on slide 29 of your investor presentation that you expect your products to enter
markets at or around 2025.
Moolec's Strength's and Competitive Positioning
Industrial Shift, page 133
15.For each bullet point you list in this section, please expand to describe how each are
considered strengths to your competitive position.
Comparison of Shareholder Rights
Shareholders' Suits, page 197
16.Please revise to clearly state that this provision does not apply to claims arising under the
federal securities laws or applies only to state law claims, as applicable.
General, page F-1
17.Please refer to the financial statement updating requirements of Rule 8-08 of Regulation
S-X and Item 8.A(4) of Form 20-F and provide updated information with your next
amendment.
Financial Statements
Note 3.5. Intangible Assets, page F-30
18.We note your disclosure which states the demonstrability of technical feasibility generally
occurs when the project reaches the "advanced development and deregulation" phase for
capitalizing development costs, as you believe they are sufficiently probable.   Please
clarify for us and in your disclosure, more precisely what you mean by "reach" the
advanced development and deregulation phase.   It's unclear if you mean the initial start of
the phase or completion of the phase.   We note that in this phase, the process of obtaining
regulatory approvals is initiated and that obtaining regulatory approval for GM products is

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 FirstName LastName
Gastón Paladini
Moolec Science SA
September 8, 2022
Page 5
more comprehensive and lengthy.   It's unclear when you believe the notion of "probable"
(i.e. more likely than not) is achieved under IFRS for capitalization purposes.
Exhibits
19.Please file the CFO Consulting Agreement, and any ancillary agreements made thereto, as
an exhibit to your registration statement. Refer to Item 601(b)(10)(ii) of Regulation S-K.
            You may contact Kevin Stertzel at (202) 551-3723 or Melissa Gilmore at (202) 551-
3777 if you have questions regarding comments on the financial statements and related
matters.  Please contact Bradley Ecker at (202) 551-4985 or Erin Purnell at (202) 551-3454 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

July 25, 2022
Office of the Secretary
Securities and Exchange Commission
100 F Street, N .E.
Washington, DC 20549
Mail Stop 1090
Attention: Secretary of the Commission, Vanessa Countryman
Ms. Countryman: RECEIVED
AUG 5 2022
OFFICE OF THE SECRETARY
On behalf of Nomura Securities International, Inc., please find attached a notice pursuant to
Section 1 l(b)(l) of the Securities Act of 1933, as amended, relating to the Registration Statement
on Form S-4 of Moolec Science S.A. (the "Issuer") in connection with the proposed business
combination contemplated by the Business Combination Agreement, dated as of June 14, 2022,
by and among LightJump Acquisition Corporation, Moolec Science Limited, Issuer and Moolec
Acquisition, Inc.
Regards.
Stephen M. Kotran
Partner
Sullivan & Cromwell, LLP
cc: Gaston Paladini (Moolec Science)
Jose Lopez Lecube (Moolec Science)
Steven Vaccarello (Nomura Securities, International, Inc.)

July 21, 2022
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate and Construction
100 F Street, N.E.
Washington, D.C. 20549
Attention: Chief, Office of Real Estate and Construction RECEIVED
AUG 5 2022
OFFICE OF THE SECRETARY
Re: Registration Statement on Form S-4 of Moolec Science S.A. (the "Issuer"),
including any amendments thereto or documents incorporated therein (the
"Registration Statement") in connection with the proposed business combination
contemplated by the Business Combination Agreement, dated as of June 14, 2022,
by and among LightJump Acquisition Corporation, Moolec Science Limited, Issuer
and Moolec Acquisition, Inc. (the "Transaction")
To whom it may concern:
Reference is made to the above-referenced Registration Statement that may be filed by
the Issuer under the Securities Act of 1933, as amended (the "Securities Act") with respect to the
Transaction. The Registration Statement has not yet been filed or declared effective as of the date
of this letter.
This letter is to advise you that, effective as of April 27, 2022, our firm has resigned from,
or ceased or refused to act in, every capacity and role in which we are described in the
Registration Statement as acting or agreeing to act and any related capacity or role with respect
to the Transaction.
Therefore, we hereby advise you and the Issuer, pursuant to Section 11 (b )( l) of the
Securities Act, that none of our firm, any person who controls it (within the meaning of either
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended) or any of its affiliates (within the meaning of Rule 405 under the Securities Act) will
be responsible for any part of the Registration Statement. This notice is not intended to constitute
an acknowledgment or admission that we have been or are an underwriter (within the meaning of
Section 2(a)( 11) of the Securities Act or the rules and regulations promulgated thereunder) with
respect to the Transaction.
Sincerely,
cc: Moolec Science Limited