CUSIP
No. L64875 104 |
13D |
Page
2 of 8 Pages |
1. |
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BG Farming Technologies Limited |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
3. |
|
SEC USE ONLY
|
4. |
|
SOURCE
OF FUNDS (see instructions)
OO |
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
England and Wales |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
14,570,000 |
|
8. |
|
SHARED
VOTING POWER
— |
|
9. |
|
SOLE
DISPOSITIVE POWER
14,570,000 |
|
10. |
|
SHARED
DISPOSITIVE POWER
— |
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,570,000 |
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
13. |
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.8% |
14. |
|
TYPE OF REPORTING
PERSON (see instructions)
OO |
CUSIP
No. L64875 104 |
13D |
Page
3 of 8 Pages |
1. |
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THEO I SCSp |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
3. |
|
SEC
USE ONLY
|
4. |
|
SOURCE
OF FUNDS (see instructions)
OO |
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Grand Duchy of Luxembourg |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
797,523 |
|
8. |
|
SHARED
VOTING POWER
14,570,000 (1) |
|
9. |
|
SOLE
DISPOSITIVE POWER
797,523 |
|
10. |
|
SHARED
DISPOSITIVE POWER
14,570,000 (1) |
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,367,523 (1) |
12. |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
13. |
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9% |
14. |
|
TYPE OF REPORTING
PERSON (see instructions)
OO |
CUSIP
No. L64875 104 |
13D |
Page
4 of 8 Pages |
1. |
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bioceres Group PLC |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
3. |
|
SEC USE ONLY
|
4. |
|
SOURCE
OF FUNDS (see instructions)
OO |
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
England and Wales |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
-- |
|
8. |
|
SHARED
VOTING POWER
15,367,523 (1) |
|
9. |
|
SOLE
DISPOSITIVE POWER
-- |
|
10. |
|
SHARED
DISPOSITIVE POWER
15,367,523 (2) |
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,367,523 (2) |
12. |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
13. |
|
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9% |
14. |
|
TYPE OF REPORTING
PERSON (see instructions)
OO |
| (1) | Theo
owns 80% of the issued and outstanding shares of BG Farming. Consequently, each of Theo and BG Farming may be deemed the beneficial owner
of the Shares held by BG Farming and to share voting and dispositive control over such Shares. |
| (2) | Theo is a wholly owned subsidiary of Bioceres Group PLC. Consequently,
Bioceres Group PLC may be deemed the beneficial owner of the Shares of which Theo is deemed the beneficial owner and to share voting and
dispositive control over such Shares. |
CUSIP
No. L64875 104 |
13D |
Page
5 of 8 Pages |
Item 1. Security and Issuer.
The class of equity securities to which this joint
statement on Schedule 13D relates is the ordinary shares of Moolec Science SA (the “Shares”), a public limited liability company
(société anonyme) governed by the laws of the Grand Duchy of Luxembourg, with its registered office at 17, Boulevard
F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre
de Commerce et des Sociétés, Luxembourg) under number B268440 (“Moolec”).
Item 2. Identity and Background.
This statement is filed on behalf of:
| (i) | BG Farming Technologies Limited, a private limited liability
company governed by the laws of England and Wales, with registered office at Innovation Centre, Gallows Hill, Warwick, England, CV34
6UW and registered with the Registrar of Companies for England and Wales under number 12774064 (“BG Farming”); |
| (ii) | THEO I SCSp, a special limited partnership (société
en commandite spéciale) governed by the laws of the Grand Duchy of Luxembourg, registered under number B 257706 (“Theo”);
and |
| (iii) | Bioceres Group PLC, a public limited company incorporated under the
laws of England and Wales with company number 13310943 whose registered office is at Highdown House, Yeoman Way, Worthing, West Sussex,
United Kingdom, BN99 3HH (together with BG Farming and Theo, the “Reporting Persons”). |
Theo is a wholly owned subsidiary of Bioceres Group PLC.
Item 3. Source or Amount of Funds or Other Consideration.
On December 30, 2022 (the “Closing Date”),
Moolec consummated a business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement,
dated as of June 14, 2022, as amended on November 18, 2022, by and among Moolec, LightJump, Moolec Science Limited, a private limited
company incorporated under the laws of England and Wales, and Moolec Acquisition, Inc., a Delaware corporation (as amended, the “BCA”),
providing for, among other things, LightJump and Moolec Science Limited to become subsidiaries of Moolec and all shareholders of LightJump
and Moolec Science Limited to become shareholders of Moolec. Moolec’s first day of trading on Nasdaq Global was January 3, 2023.
Pursuant to the BCA and other agreements entered
into in connection therewith, on the Closing Date, all the issued ordinary shares of Moolec Science Limited held by the Reporting Persons
were transferred and contributed in kind to Moolec, free and clear of all liens (other than Company Shareholders’ Agreement Liens
(as defined in the BCA) which expired on or prior to the Closing Date). BG Farming subscribed for and, as consideration for the contribution,
was issued, in accordance with the Exchange Ratio (as defined in the BCA) (save that the number of Shares issued were reduced by the number
of Shares already held by BG Farming immediately prior to the Exchange (as defined in the BCA), which was 2,350,000) 12,220,000 Shares;
no fractional Shares were issued pursuant to the Exchange.
Theo contributed all of its rights and obligations
under the Original SAFE (as defined in the BCA) to Moolec in consideration for the issuance by Moolec of a simple agreement for future
equity on substantively identical terms (mutatis mutandis) with such adjustments (if any) required under Luxembourg law (the “SAFE”).
For Luxembourg law purposes, a Luxembourg independent auditor (réviseur d’entreprises) of Moolec issued a report on
the contributions in kind relating to the contribution of the Original SAFEs. Immediately prior to the Merger Effective Time (as defined
in the BCA) but after the Exchange Effective Time (as defined in the BCA), Theo became a holder of 196,695 Shares, in accordance with
the SAFE, with such adjustments (if any) required under Luxembourg law.
CUSIP
No. L64875 104 |
13D |
Page
6 of 8 Pages |
Concurrently with the execution of the BCA, Union
Group Ventures Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“UGVL”), Theo,
UG Holdings, LLC, a Delaware limited liability company, and LightJump One Founders, LLC, a Delaware limited liability company (the “Sponsor”),
entered into the Backstop Agreement dated as of June 14, 2022 (the “Backstop Agreement”), pursuant to which, among other things,
the parties agreed to provide, on a several (and not joint) basis, the funding necessary to backstop an aggregate amount equal to $10,000,000,
conditioned upon Closing, on the terms and subject to the conditions set forth in the Backstop Agreement.
At Closing, $1,989,011 remained in the Trust Account,
which triggered the obligations of the Sponsor, UGVL and Theo under the Backstop Agreement. Pursuant to the Backstop Agreement, the commitment
to fund Moolec of the Sponsor was $4,005,520, and the commitment to fund Moolec of each of Theo and UGVL was $2,002,760. Pursuant to the
Backstop Agreement, the Sponsor elected to transfer Sponsor shares of SPAC Common Stock (as defined in the BCA) to each of UGVL and Theo
prior to the consummation of the Merger equal to the Sponsor’s commitment, with each Sponsor share of SPAC Common Stock valued at
$10. Therefore, prior to the consummation of the Merger, the Sponsor transferred 200,276 shares of SPAC Common Stock to each of Theo and
UGVL. Because the Sponsor elected to fulfill its obligation under the Backstop Agreement by transferring shares to each of Theo and UGVL,
the required commitment to fund Moolec for each of Theo and UGVL was $4,005,520. At the Closing Date, Theo and UGVL each transferred $4,005,520
to the Company and in turn, each received 400,552 newly issued Company Ordinary Shares. At the Closing Date, the parties to the Backstop
Agreement entered into a Memorandum of Understanding, whereby each of the parties agreed to the terms outlined above in order to implement
the Backstop Agreement
The foregoing descriptions of the BCA. the Backstop
Agreement, the SAFE and the Memorandum of Understanding do not purport to be complete and are qualified in their entirety by references
to the full texts of the BCA, as amended, the Backstop Agreement, the SAFE or the Memorandum of Understanding, which are attached hereto
as Exhibits 99.2, 99.3, 99.4, 99.5 and 99.6 and incorporated herein by reference.
Item 4. Purpose of Transaction.
The information in Items 3 and 6 of this Schedule
13D are incorporated herein by reference.
The Reporting Persons acquired the Shares described
in this Schedule 13D for investment purposes and intends to review their investments in Moolec on a continuing basis. Any actions the
Reporting Persons might undertake will be dependent upon their review of numerous factors, including, but not limited to: an ongoing evaluation
of Moolec’s business, financial condition, operations and prospects; price levels of Moolec’s securities; general market,
industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other current
and future developments.
Based on such review, the Reporting Persons may,
at any time and from time to time, acquire additional securities of Moolec, or retain or sell all or a portion of the securities then
held, including without limitation, in the open market, block sales or in privately negotiated transactions at any time, and may formulate
other purposes, plans or proposals regarding Moolec or any of its subsidiaries, to the extent deemed advisable in light of strategic investment
and trading policies of the Reporting Persons. In connection with such considerations or activity, the Reporting Persons may use third-party
advisers, consultants or agents (each an “Adviser”) to assist the Reporting Persons and may engage, directly or indirectly,
in discussions or negotiations, or pursue agreements with other parties regarding the securities then held and such other matters as it
considers relevant to making its determinations.
In addition, the Reporting Persons or their Advisers
may engage in discussions with management, the board of directors of Moolec, other shareholders of Moolec and other relevant parties or
encourage such persons to consider or explore extraordinary corporate transactions, such as a merger, sales or acquisitions of securities,
assets or businesses, changes to the capitalization or dividend policy of Moolec, or other material changes to Moolec’s business
or corporate structure, including changes in management or the composition of the Board.
Other than as described above, the Reporting Persons
do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of
Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purposes or formulate different
plans or proposals with respect thereto at any time.
CUSIP
No. L64875 104 |
13D |
Page
7 of 8 Pages |
Item 5. Interest in Securities of the Issuer.
In the aggregate, the Reporting Persons beneficially own
15,367,523 Shares, representing 40.9% of the outstanding Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Company SAFE Holders (as defined in the BCA),
which, for the avoidance of doubt, includes Theo, the Core Company Shareholders (as defined in the BCA), which, for the avoidance of doubt,
includes BG Farming, Moolec, Sponsor and Jose López Lecube, the Chief Financial Officer of Moolec (the “CFO”) entered
into the Registration Rights and Lock-Up Agreement dated as of December 30, 2022, pursuant to which, among other things, the Sponsor,
the CFO and the Core Company Shareholders and Company SAFE Holders have customary demand and piggyback registration rights in connection
with the Shares issued to them in the Merger (as defined in the BCA) or the Exchange. Additionally, the Shares held by each party to the
Registration Rights and Lock-Up Agreement will be subject to a lock-up until (i) the date that is 365 days from the Closing Date, and
(ii) such date on which Moolec completes a liquidation, merger, share exchange or other similar transaction that results in all of the
shareholders of Moolec having the right to exchange their Shares for cash, securities or other property, provided that if the share price
of the Shares exceeds $12.00 per Share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-day trading period, the parties to the Registration Rights and Lock-Up Agreement may transfer up
to 50% of the Shares subject to the Registration Rights and Lock-Up Agreement. Shares that were newly issued based on the cash contribution
pursuant to the Backstop Agreement are not subject to the Registration Rights and Lock-Up Agreement.
The foregoing description of the Registration
Rights and Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration
Rights and Lock-Up Agreement, which is attached hereto as Exhibit 99.7 and incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
Exhibit |
|
Description |
99.1 |
|
Joint Filing Agreement, dated as of January 9, 2023 by and among BG Farming Technologies Limited, THEO I SCSp and Bioceres Group PLC. |
99.2 |
|
Business Combination Agreement, dated as of June 14, 2022, by and among LightJump Acquisition Corporation, Moolec Science Limited, Moolec Science SA and Moolec Acquisition, Inc. (incorporated by reference to Exhibit 2.1 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on June 15, 2022). |
99.3 |
|
First Amendment to the Business Combination Agreement, by and among LightJump Acquisition Corporation, Moolec Science Limited, Moolec Science SA and Moolec Acquisition, Inc. (incorporated by reference to Exhibit 2.1 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on November 21, 2022). |
99.4 |
|
Backstop Agreement (incorporated by reference to Exhibit 10.2 to LightJump Acquisition Corporation’s Form 8-K, File No. 001-39869, filed with the SEC on June 15, 2022). |
99.5 |
|
SAFE, dated as of December 27, 2022, by and between THEO I SCSp and Moolec Science SA. |
99.6 |
|
Memorandum of Understanding on the Backstop Agreement, dated as of December 30, 2022, by and among LightJump Acquisition Corporation, Moolec Science Limited, Moolec Science SA, UG Holdings, LLC, Union Group Ventures Limited, THEO I SCSp and LightJump One Founders, LLC (incorporated by reference to Exhibit 4.8 to Moolec Science SA’s Form 20-F, File No. 001-41586, filed with the SEC on January 6, 2023). |
99.7 |
|
Registration Right and Lock-Up Agreement, dated December 30, 2022, by and among, Moolec Science SA, LightJump One Founders, LLC, BG Farming Technologies Ltd., Union Group Ventures Ltd., Bioceres Crop Solutions Corp., THEO I SCSp, Serenity Traders LTD., UG Holdings, LLC, Robert M. Bennett and Jose López Lecube (incorporated by reference to Exhibit 4.6 to Moolec Science SA’s Form 20-F, File No. 001-41586, filed with the SEC on January 6, 2023). |
CUSIP
No. L64875 104 |
13D |
Page
8 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Date: January 9, 2023 |
|
|
|
BG FARMING TECHNOLOGIES LIMITED |
|
|
|
By: |
/s/ Gastón
Paladini |
|
|
Gastón Paladini |
|
|
Director |
|
|
|
|
By: |
/s/ Gloria Montaron Estrada |
|
|
Gloria Montaron Estrada |
|
|
Director |
|
|
|
THEO I SCSP |
|
|
|
By: |
/s/ Gloria Montaron Estrada |
|
|
Gloria Montaron Estrada |
|
|
Attorney-in-Fact |
|
|
|
BIOCERES GROUP PLC |
|
|
|
By: |
/s/ Gloria Montaron
Estrada |
|
|
Gloria Montaron Estrada |
|
|
Attorney-in-Fact |