Moolec Science S.A.

Company Overview

Business Model: Moolec Science SA operates as an integrated ingredient and food-tech platform, leveraging two complementary approaches to produce alternative proteins. Its core value proposition lies in molecular farming, where crops like soy and safflower are engineered to produce proteins and lipids with animal-like functionality at plant-based cost structures. Concurrently, the Company is developing a precision fermentation facility in Finland, under the SynBio Powerlabs brand, dedicated to producing target proteins, enzymes, and other biomolecules using optimized microbial and cellular systems. This dual-engine strategy aims to accelerate time-to-market, diversify technology risks, and anchor production costs in agricultural scalability. Current commercialized products include Mycofood™ (fungal-based protein) and ValoraSoy S.A. (textured soy ingredients), with GLASO (safflower-derived GLA oil) used in small-animal feed. The Company's operations are supported by Agrality Inc. for in-house field trials and seed production, and InMet for synthetic biology and pilot-scale fermentation.

Market Position: Moolec Science SA positions itself to capitalize on structural shifts in the food and feed industries, driven by increasing consumer demand for health, sustainability, ethical sourcing, animal welfare, and convenience. The Company differentiates by offering animal-like functionality with plant-based efficiency, scalability, and full traceability. It aims to be the first to produce and commercialize an ingredient containing both animal and plant proteins from a single source through its molecular farming technology. The competitive landscape includes molecular farming peers, alternative protein and synthetic biology companies, and established ingredient suppliers, many of whom possess greater financial and technical resources. Moolec Science SA's ability to compete relies on controlling production costs, accelerating product development, improving supply chain efficiency, and driving customer adoption.

Recent Strategic Developments:

• Business Combination (June 16, 2025): Moolec Science SA completed a business combination with Bioceres Group, Nutrecon LLC, and Gentle Technologies Corp. Moolec Science SA became the legal parent, integrating mature agricultural biologicals, seed businesses, nutritional solutions, and emerging technology ventures. The transaction involved issuing approximately 6.2 million ordinary shares to Bioceres Group shareholders, 450,000 ordinary shares and 500,000 private warrants to Nutrecon LLC shareholders, and 132,750 ordinary shares to Gentle Technologies Corp. shareholders, with no cash consideration.
• Deconsolidation of Bioceres Crop Solutions Corp. (June 18, 2025): Following an amendment to Secured Notes and changes in its Board of Directors, Bioceres Group Limited lost de facto control over Bioceres Crop Solutions Corp. This entity, which previously represented substantially all of the Company's business, is now accounted for using the equity method.
• GLASO Safflower Campaign (December 11, 2025, post-reporting): Successfully completed its U.S. GLASO safflower campaign, cultivating approximately 1,100 acres (more than double prior acreage) and achieving an average yield of ~2,200 lb/acre, a 57% year-over-year increase. This validates commercial-scale execution and supply chain capabilities.
• Synbio Powerlabs Oy Facility Completion (post-reporting): Completed construction of a precision fermentation pilot facility in Finland, equipped with bioreactors ranging from 50 L to 27,000 L. A binding commercial agreement was secured with a cultivated meat company to scale production from 400 L to 10,000 L.
• ValoraSoy S.A. Acquisition (April 24, 2023): Acquired ValoraSoy Food Ingredients, a specialist in textured soy proteins with an established export presence across more than 15 countries.
• Debt Defaults and Restructuring (June/July 2025): Bioceres S.A. defaulted on $36.4 million of financial debt and initiated a restructuring process. Bioceres LLC defaulted on $69.5 million of financial debt, leading to a public auction of pledged Bioceres Crop Solutions Corp. shares by the creditor.
• Going Concern Uncertainty: As of June 30, 2025, the Group reported a negative working capital of US$204.9 million, a shareholders’ deficit of US$82.9 million, and recurring operating losses of US$104.2 million, raising substantial doubt about its ability to continue as a going concern. Management plans include securing new financing lines and anticipated derecognition gains from the voluntary bankruptcy proceedings of Theo I SCSp, Bioceres S.A., and Bioceres LLC (post-reporting).
• Nasdaq Listing Concerns (November 2025, post-reporting): Received a Nasdaq Determination Letter for failing to maintain the minimum $1.00 bid price and a letter for delinquent 20-F filing. Appeals have been submitted, and the Board approved a 15-for-1 reverse stock split, effective around January 5, 2026.

Geographic Footprint: Moolec Science SA's primary operational regions include the United States, Europe (Finland, United Kingdom), and South America (Argentina, Brazil). Key markets for its products and services span North America, Latin America (excluding Argentina and Brazil), and the EMEA region (Europe, Middle East, and Africa), in addition to other global markets. The Company operates under the regulatory jurisdictions of the USDA and FDA in the U.S., SAGyP, CONABIA, and SENASA in Argentina, and the Finnish Food Authority (Ruokavirasto) and Board for Gene Technology (GTLK) in Finland (EU).

Cross-Border Operations: The Company's international business structure includes subsidiaries such as Moolec Science Ltd. (United Kingdom), AG Biomolecules LLC (United States), ValoraSoy S.A. (Argentina), Nutrecon LLC (United States), SynBio Powerlabs (Finland), Gentle Tech (British Virgin Islands), Gentle Farming (British Virgin Islands), G-FAS (Argentina), Bioceres Group Limited (United Kingdom), Bioceres LLC (United States), Bioceres S.A. (Argentina), and Bioceres Tech Services LLC (United States). It also holds investments in joint ventures and associates including Synertech Industrias S.A., Agrality Argentina S.A., Agrality US Inc., Agrality Seeds Inc., SW Semillas S.A., Alfalfa Technologies S.R.L., and Inmet S.A. Moolec Science SA has licensing agreements, such as an exclusive GLA licensing agreement with Arcadia Biosciences, Inc. for worldwide commercialization and the HB4 technology license to Bioceres Crop Solutions Corp. The Company navigates complex multi-jurisdictional regulatory frameworks for genetically modified crops and foods, and is subject to governmental export and import controls, sanctions compliance, and anti-corruption laws (e.g., FCPA, U.K. Bribery Act 2010).

Financial Performance

Revenue Analysis

Profitability Metrics:

• Gross Margin: 39.3% (FY2025)
• Operating Margin: -31.2% (FY2025)
• Net Margin: -52.9% (FY2025)

Investment in Growth:

• R&D Expenditure: $15,138,510 (4.5% of revenue)
• Capital Expenditures: $14,265,954 (comprising $5,651,506 in purchases of property, plant and equipment and $8,614,448 in capitalized development expenditures)
• Strategic Investments: The Business Combination on June 16, 2025, involved an equity-for-equity exchange with no cash consideration. The ValoraSoy S.A. acquisition on April 24, 2023, was for $2.6 million in cash and equity.

Currency Impact Analysis:

• Foreign exchange differences generated a gain of $2,183,367 from assets and a loss of $(14,647,580) from liabilities in FY2025. The net foreign currency position as of June 30, 2025, was $(206,837,587) in US$ and $(49,304,636) in other currencies.
• The Group does not use derivative financial instruments to hedge foreign currency risk.
• Argentine subsidiaries with Argentine Pesos as functional currency applied IAS 29 "Financial reporting in hyperinflationary economies" due to high cumulative inflation.

Business Segment Analysis

(Note: The Company transitioned to a single operating segment, "science-based food ingredients," after the deconsolidation of Bioceres Crop Solutions Corp. on June 24, 2025. The segment data below reflects the historical structure and performance of the former consolidated subsidiary Bioceres Crop Solutions Corp. for the periods presented, prior to its deconsolidation.)

Seed and integrated products

Financial Performance:

• Revenue: $63,714,753 (-33.9% YoY)
• Operating Margin: Not explicitly provided.
• Key Growth Drivers: The decline in FY2025 revenue was primarily driven by the ongoing transition of the HB4 business model towards strategic partnerships and reduced volumes from the HB4 business.

Product Portfolio:

• Major product lines include HB4 soy and breeding program, integrated seed products, and Alfalfa Genuity Har Xstra.
• Focuses on seed technologies and products designed to increase yield per hectare, often integrated with crop protection and crop nutrition products.

Market Dynamics:

• The segment's market dynamics involve the commercialization of integrated products that combine biotechnological events, germplasm, and seed treatments to enhance crop productivity. Revenue is generated from seed sales, integrated product packs, royalties, and licenses.
• Regulatory environment by jurisdiction: Not explicitly detailed for this segment.

Geographic Revenue Distribution:

• Geographic revenue distribution is not explicitly detailed at the segment level in the filing.

Crop protection

Financial Performance:

• Revenue: $181,908,584 (-18.6% YoY)
• Operating Margin: Not explicitly provided.
• Key Growth Drivers: The decrease in revenue was mainly due to reduced commercialization of third-party products in Argentina, which accounted for a US$41.9 million decrease. This aligns with a strategic shift towards prioritizing higher-margin proprietary technologies. Bioprotection products, however, saw a US$5.8 million increase.

Product Portfolio:

• Major product lines include high-tech adjuvants, pest control molecules, and biocontrol products such as insecticides, fungicides, and baits.
• Adjuvants and seed protection products were significant growth drivers in the prior year.

Market Dynamics:

• Demand for crop protection products is influenced by pest pressure in key markets like Brazil and Argentina. The segment is strategically moving towards a more focused approach on proprietary products.
• Regulatory environment by jurisdiction: Not explicitly detailed for this segment.

Geographic Revenue Distribution:

• Geographic revenue distribution is not explicitly detailed at the segment level in the filing.

Crop nutrition

Financial Performance:

• Revenue: $89,485,513 (-38.2% YoY)
• Operating Margin: 48% (FY2025)
• Key Growth Drivers: The significant decrease in revenue was primarily due to a sharp contraction in micro-beaded fertilizer sales, attributed to reduced corn acreage in Argentina early in the year. This was compounded by unfavorable farm economics and elevated channel inventories, which constrained purchasing behavior. A US$15.7 million reduction from the Syngenta agreement also weighed on comparisons.

Product Portfolio:

• Major product lines include inoculants (for biological nitrogen fixation) and fertilizers (biofertilizers and microgranulated fertilizers).
• Biostimulants were noted as strong performers in the prior year, particularly in Europe.

Market Dynamics:

• The segment's performance is highly susceptible to agricultural market conditions, crop acreage decisions, and farm economics in Argentina.
• Regulatory environment by jurisdiction: Not explicitly detailed for this segment.

Geographic Revenue Distribution:

• Geographic revenue distribution is not explicitly detailed at the segment level in the filing.

Emerging solutions

Financial Performance:

• Revenue: $270,673 (-84.5% YoY)
• Operating Margin: Not explicitly provided.
• Key Growth Drivers: This segment focuses on providing R&D services, biotechnology capabilities, and specialized expertise to facilitate technology integration and product development within the Group, as well as to third parties. It includes agro-industrial biotechnology businesses, industrial enzymes, and fermentation technology.

Product Portfolio:

• Major product lines and services include R&D services, biotechnology capabilities, and specialized expertise for integrating technologies and product development.
• New product launches or major updates: Not explicitly detailed for this segment.

Market Dynamics:

• Competitive positioning within segment: Not explicitly detailed.
• Key customer types and regional market trends: Not explicitly detailed.
• Regulatory environment by jurisdiction: Not explicitly detailed for this segment.

Geographic Revenue Distribution:

• Geographic revenue distribution is not explicitly detailed at the segment level in the filing.

International Operations & Geographic Analysis

Revenue by Geography:

International Business Structure:

• Subsidiaries: Moolec Science Ltd. (United Kingdom), AG Biomolecules LLC (United States), ValoraSoy S.A. (Argentina), Nutrecon LLC (United States), SynBio Powerlabs (Finland), Gentle Tech (British Virgin Islands), Gentle Farming (British Virgin Islands), G-FAS (Argentina), Bioceres Group Limited (United Kingdom), Bioceres LLC (United States), Bioceres S.A. (Argentina), Bioceres Tech Services LLC (United States).
• Joint Ventures: Synertech Industrias S.A., Agrality Argentina S.A., Agrality US Inc., Agrality Seeds Inc., SW Semillas S.A., Alfalfa Technologies S.R.L., Inmet S.A.
• Licensing Agreements: Exclusive GLA licensing agreement with Arcadia Biosciences, Inc. for worldwide commercialization. HB4 technology licensed to Bioceres Crop Solutions Corp. for soy and wheat worldwide.

Cross-Border Trade:

• Export Markets: ValoraSoy S.A. has an established export footprint, selling to more than 15 countries across three continents.
• Import Dependencies: Not explicitly detailed.
• Transfer Pricing: Not explicitly detailed.

Capital Allocation Strategy

Shareholder Returns:

• Share Repurchases: $(926,899) (FY2025)
• Dividend Payments: $(72,051) (cash dividends distributed to non-controlling interests, FY2025)
• Dividend Yield: Not disclosed.
• Future Capital Return Commitments: The Company does not intend to pay any cash dividends in the foreseeable future.

Balance Sheet Position:

• Cash and Equivalents: $767,919 (FY2025)
• Total Debt: $248,000,000 (FY2025), with $242,893,733 classified as current liabilities and $19,608,629 as non-current liabilities.
• Net Cash Position: $(247,232,081) (FY2025)
• Credit Rating: Not disclosed.
• Debt Maturity Profile: As of June 30, 2025, $234,595,403 of financial liabilities are due within one year, and $19,608,629 are due between one and three years. This includes defaults by Bioceres S.A. ($36.4 million) and Bioceres LLC ($69.5 million) in June and July 2025, respectively.

Cash Flow Generation:

• Operating Cash Flow: $3,636,413 (FY2025)
• Free Cash Flow: $(10,629,541) (calculated as Operating Cash Flow less purchases of property, plant and equipment and capitalized development expenditures for FY2025)
• Cash Conversion Metrics: Not explicitly detailed.

Currency Management:

• Cash holdings by major currencies: Not explicitly detailed.
• Natural hedging through operational diversification: Not explicitly detailed.
• Financial hedging instruments and strategies: The Group does not use derivative financial instruments to hedge its currency risk exposure.

Operational Excellence

Production & Service Model: Moolec Science SA employs a dual production and service model. For molecular farming, it engineers plants to produce foreign molecules like oils or animal proteins within seed protein bodies, leveraging existing agricultural infrastructure. For precision fermentation, it utilizes optimized microbial and cellular systems (fungi and yeasts) in controlled facilities to produce target proteins, enzymes, and biomolecules. This integrated platform encompasses R&D, manufacturing, and regulatory capabilities, from molecular design to validation in both fermenter and field environments. ValoraSoy S.A. specializes in textured soy proteins through extrusion, while Mycofood™ is a fungal-based protein produced via precision fermentation under HACCP and GMP standards. Agrality Inc. provides in-house services for field trials, regulatory testing, crop characterization, analytics, and seed production. InMet offers synthetic biology and pilot-scale fermentation capabilities, bridging discovery and industrial scale-up. Gentle Technologies Corp. contributes agricultural machinery innovations to improve farming efficiency and environmental impact.

Global Supply Chain Architecture: Key Suppliers & Partners:

• Growers: Multiple growers in the United States and Argentina are contracted for safflower and other seed production.
• Industrial Partners: Engaged for downstream processing of GLASO.
• Bioceres Crop Solutions Corp.: Provides access to the HB4 climate-smart technology platform and other biological inputs.
• Arcadia Biosciences, Inc.: Exclusive GLA licensing agreement.
• Third-party suppliers: For chemical solvents, equipment, filters, and other research materials essential for R&D and scaling production.

Facility Network:

• Manufacturing:
  • ValoraSoy S.A.: Operates a soybean processing facility in Argentina's soybean corridor with an installed crushing capacity of approximately 10,000 tons of soybean per year.
  • SynBio Powerlabs: Features a precision fermentation pilot facility in Finland, equipped with bioreactors of 50 L, 500 L, 10,000 L, and two 27,000 L units.
• Research & Development:
  • Agrality Inc.: Maintains R&D headquarters in Lafayette, United States, with additional operational and R&D facilities in Argentina and Brazil.
  • InMet: Provides synthetic-biology and pilot-scale fermentation facilities for process development and low-scale runs.
• Distribution: Agrality Inc.'s infrastructure includes warehousing and distribution capabilities, with an estimated storage capacity of approximately 300,000 square feet and handling/shipping throughput of up to approximately 1.1 million units.

Operational Metrics:

• ValoraSoy S.A. sold approximately 8,113 tons of products in FY2025, representing a 5% year-over-year increase, with 63% being textured soy proteins.
• The 2025 U.S. GLASO safflower campaign covered approximately 1,100 acres and delivered an average yield of ~2,200 lb/acre, a 57% year-over-year increase.

Market Access & Customer Relationships

Go-to-Market Strategy: Distribution Channels:

• Direct Sales: The Company is actively building direct sales channels for its fermentation-derived ingredients with leading food industry partners in Europe, the United States, and Mexico.
• Channel Partners: ValoraSoy S.A. maintains an established export footprint, supplying differentiated solutions tailored to customer specifications across multiple international markets.
• Digital Platforms: Not explicitly detailed.

Customer Portfolio: Enterprise Customers:

• Tier 1 Clients: ValoraSoy S.A. serves more than 80 clients across 14 countries on three continents.
• Strategic Partnerships: SynBio Powerlabs has secured a binding commercial agreement with a cultivated meat company to scale its production process. An offtake agreement is in place with a leading global consumer packaged goods and pet food company for the supply of 50 tons of GLASO to the U.S. market in 2025.
• Customer Concentration: Not explicitly detailed, but ValoraSoy S.A. demonstrates a diverse client base.

Regional Market Penetration:

• United States: Primary market focus, with GLASO positioned for entry into high-value functional lipid markets such as nutrition and supplements.
• Argentina: A key market for ValoraSoy S.A. and historical agricultural operations.
• Europe, Mexico: Target markets for fermentation-derived ingredients.
• Global: ValoraSoy S.A. exports to over 15 countries across three continents, indicating broad international reach.

Competitive Intelligence

Global Market Structure & Dynamics

Industry Characteristics: The global food, feed, and ingredient industries are undergoing a structural transformation driven by economic, environmental, and technological forces. Key demand drivers include sustained consumer interest in health, sustainability, ethical sourcing, animal welfare, and convenience, alongside institutional priorities for cost efficiency, reliability, and traceability. The market is shifting towards new biological manufacturing models, accelerating demand for scalable alternatives to traditional animal-based inputs. Supply chain resilience is a growing concern due to commodity price volatility, climate events, livestock disease cycles, and geopolitical tensions, leading to increased interest in localized and regionalized production. Regulatory frameworks are evolving globally, with tightening rules on novel foods, traceability, and deforestation-free sourcing, and varying acceptance of GMOs and gene editing. The technology landscape is characterized by the increasing relevance of molecular farming and precision fermentation, supported by CRO/CDMO-style services. Addressable markets include agricultural biotechnology solutions (North America: US$100 billion; South America: US$50 billion), synthetic biology (global: US$16 billion), precision fermentation (global: US$1.2 billion), cultivated meat (global: US$1.2 billion), and agricultural equipment (global: US$150 billion). Capital markets for alternative-protein and ag-biotech companies are cyclical, favoring platforms with near-term revenue generation, credible cost trajectories, and disciplined scale-up.

Competitive Positioning Matrix:

Direct Competitors

Primary Competitors:

• Molecular farming-focused companies: AlpineBio, Finally Foods, IngredientWerks Inc., Kyomei, Miruku Limited, Mooza Foods, NewMoo, PoLoPo Inc.
• Fungal and microbial alternative proteins (precision fermentation) and synthetic biology: Impossible Foods Inc, Paleo, Ginko Bioworks.
• Traditional and diversified ingredient suppliers: Givaudan Group, International Flavors & Fragrances, DSM - Firmenich, Novonesis (Chr. Hansen).

Regional Competitive Dynamics:

• The competitive landscape varies by region, with established players and emerging innovators vying for market share in the rapidly evolving science-based food ingredients sector.

Risk Assessment Framework

Strategic & Market Risks

Global Market Dynamics:

• Economic Downturns: Disruptions in the global economy, including high rates of inflation, economic crises, and uncertainty, can lead to price volatility, supply disruptions, and reduced consumer discretionary spending, adversely affecting demand for products.
• Geopolitical Instability: Ongoing conflicts (e.g., Israel and Palestine, Ukraine) and political transitions (e.g., U.S. presidential elections, Argentine government reforms) can introduce significant uncertainties, impacting global and local economies, financial markets, and regulatory environments.
• Consumer Preferences: Rapidly changing consumer habits and preferences for science-based food ingredients, including potential negative perceptions of genetically modified organisms (GMOs) or bio-engineered products, could reduce sales or market share.
• Commodity Price Changes: The Company is susceptible to fluctuations in the availability and pricing of raw materials, such as soybean, due to global supply and demand, weather conditions, and government regulations.
• HB4 Technology Dependence: The HB4 technology business relies on the success of the exclusive license granted to Bioceres Crop Solutions Corp., with risks of non-payment or contract modification/termination.

Technology Disruption:

• Product Development Uncertainty: As an early-stage company, there is significant risk that R&D investments in molecular farming and fermentation technologies may not result in commercially viable products or achieve regulatory success.
• Competition: Many competitors possess substantially greater financial, technical, and other resources, potentially limiting Moolec Science SA's development pace, production scale, or pricing flexibility.
• Failure to Innovate: The Company must continuously introduce and improve existing and new products to maintain market acceptance and enhance the output of its technology.

Operational & Execution Risks

Global Supply Chain Vulnerabilities:

• Raw Material Shortages: Price increases and shortages of critical raw materials (e.g., soybean, chemical solvents, equipment) could adversely affect operations and profitability.
• Third-Party Reliance: Dependence on third parties for seed growing, research, and supplies introduces risks of failure to meet standards, contractual obligations, or timely replacement.
• Production Capacity: Failure to effectively utilize or expand manufacturing and production capacity, including limited crushing and processing capacity for soy-based and pea-based products, could restrict scalability.
• Storage & Shelf Life: Products require specific storage measures and have a limited shelf life (e.g., GLASO), which may not align with operational or market expectations.
• Geographic Concentration: Business activities are concentrated in a limited number of locations, making operations susceptible to disruptions caused by natural disasters, climatic variations, disease, pests, or vandalism.

Regional Disruptions:

• Integration Risk: Difficulties in successfully integrating acquired businesses (Bioceres Group, Nutrecon LLC, Gentle Technologies Corp.) may hinder the realization of anticipated benefits, cost savings, or synergies.
• Argentine Defaults: Defaults by Bioceres S.A. and Bioceres LLC on financial debt, leading to debt restructuring and potential bankruptcy proceedings, could materially and adversely affect the Group’s financial condition and ability to obtain credit.

Trade Restrictions:

• Export/Import Controls: The Company is subject to governmental export and import controls; non-compliance could result in substantial civil or criminal penalties, delays in market introduction, or restrictions on international market access.

Financial & Regulatory Risks

Currency & Financial Risks:

• Indebtedness: The Company has a significant amount of indebtedness ($248.0 million as of June 30, 2025), and its ability to make scheduled payments or refinance depends on future performance and financing availability.
• Financing Needs: Moolec Science SA will likely require additional financing to achieve its goals, and failure to obtain necessary capital on acceptable terms may force delays, limitations, or termination of product manufacturing, development, and other operations.
• Dilution: The conversion of convertible notes, preference shares, and warrants, along with the issuance of shares under the share option plan, could result in significant dilution to existing shareholders.
• Going Concern: There is substantial doubt about the Company's ability to continue as a going concern due to negative working capital, a shareholders' deficit, and recurring operating losses.
• Litigation: A notice of alleged breach from INVIM Corporativo S.L. regarding an alleged failure to pay a $13 million assignment price could result in substantial damages if the Company does not prevail.

Regulatory & Compliance Risks:

• Multi-Jurisdictional Compliance: The regulatory environment for genetically engineered products outside the United States is evolving and uncertain, making compliance costly and time-consuming.
• Government Policies: Agricultural sector policies and regulations (e.g., taxes, tariffs, subsidies, import/export restrictions) could adversely affect operations and profitability.
• Environmental, Health & Safety: The use of biological materials subjects the Company to numerous environmental, health, and safety laws and regulations; non-compliance or claims could be time-consuming and costly.
• Anti-Corruption/Anti-Money Laundering: Non-compliance with laws such as the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act 2010, and Argentine Law No. 27,401 could result in civil or criminal liability and reputational harm.
• Tax Regulations: Tax, legislative, or regulatory initiatives, new interpretations of existing tax laws, or challenges to tax positions in various jurisdictions could adversely affect results of operations and financial condition.
• Food Safety: Inherent legal and other risks associated with selling food for human consumption, including food-borne illness incidents or product mislabeling, could lead to lawsuits, product recalls, or regulatory enforcement actions.

Geopolitical & External Risks

Country-Specific Risks:

• Argentina: Economic and political developments, including high inflation, currency devaluation, government controls, and legislative uncertainty (e.g., Decree 70/2023 and the Bases Law), may adversely affect the economy and the Company's financial condition.
• Brazil: The Brazilian economy has experienced significant volatility, and its political situation can influence economic performance.
• Latin America: The region has historically experienced uneven periods of economic growth, recessions, high inflation, political instability, and restrictions on currency convertibility, which could impact operations.

Innovation & Technology Leadership

Research & Development Focus: Moolec Science SA's R&D activities are centered on the discovery, design, expression, and scale-up of proteins and functional lipids through two complementary routes: Molecular Farming in crops and precision fermentation in microorganisms (fungi and yeasts). Workstreams encompass host and trait discovery, construct and strain engineering, greenhouse and multi-site field trials, pilot and industrial fermentations, downstream processing, and analytical validation. This is executed within a stage-gated development framework with a traceability-by-design approach, including identity preservation for seed lines and batch genealogy with electronic batch records for fermentation.

Global R&D Network:

• Agrality Inc.: Supports seed multiplication, field trialing, regulatory testing, crop characterization, analytics, and seed production across Argentina, Brazil, and the United States. The GLASO R&D platform has been relocated to Agrality Inc.'s U.S. headquarters to consolidate technical capabilities.
• InMet: Provides synthetic-biology, process-development, and pilot-scale fermentation capabilities, bridging discovery and industrial scale-up.
• SynBio Powerlabs: Offers end-to-end support for precision fermentation scale-up in Finland, with state-of-the-art bioreactor infrastructure.
• Bioceres Crop Solutions Corp.: Contributes regulatory expertise and access to the HB4 climate-smart technology platform.
• ValoraSoy S.A.: Brings expertise in soybean downstream-processing and texturization.
• External Collaborations: The Company collaborates with universities, contract research organizations (CROs), and technology partners to augment capacity in specialized assays, particularly for regulatory and safety studies.

Intellectual Property Portfolio:

• Patent Strategy: The Company's IP strategy focuses on rapidly acquiring patent protection for all its platforms.
• Patent Holdings: Moolec Science SA holds 64 patents and 54 current patent applications, either as owner or exclusive licensee, in key jurisdictions including the United States, China, India, Canada, Germany, Spain, France, United Kingdom, Brazil, Mexico, Australia, New Zealand, Japan, Hong Kong, Malaysia, and Argentina.
• Licensing Programs: Includes the exclusive GLA licensing agreement with Arcadia Biosciences, Inc. for worldwide commercialization and the HB4 technology license to Bioceres Crop Solutions Corp.
• IP Litigation: Not currently involved in any material IP litigation, but acknowledges the inherent uncertainties and potential costs of such proceedings.
• Key Patents:
  • "Piggy Sooy" technology: A U.S. patent was issued in July 2025, granting exclusivity over soybean plants and seeds capable of producing 5-30% of total soluble protein as heme proteins, and covering derived food applications.
  • HB4 technology: Licensed to Bioceres Crop Solutions Corp., the HB4 soy and HB4 wheat events are protected by patents in key agricultural markets, with soy patents expected to expire in 2039 and wheat patents in 2040.
• Trademarks: The Company possesses 150 trademarks and 15 pending trademarks, including "Piggy Sooy™" and "Mycofood™".

Technology Partnerships:

• Strategic Alliances: The Company may seek to enter into collaboration arrangements with third parties for product development or commercialization, such as the Bunge Collaboration Agreement (mentioned as a potential alliance).
• Research Collaborations: Engages in research collaborations with academic institutions and other partners to advance its technology development programs.

Leadership & Governance

Executive Leadership Team

International Management Structure: The Company's management team includes professionals with multi-decade track records across the United States, Europe, and Latin America. Following the Business Combination, capabilities in nutrition and synthetic biology were strengthened, and in-house regulatory, intellectual property, and field-trial functions were integrated through Bioceres Group, Agrality Inc., and InMet.

Board Composition: The Board of Directors comprises five members. It has established an Audit Committee, a Compensation Committee, and a Nominating Committee, all operating under written charters. Romualdo Varela, Aimar Dimo, and Diego Abelleyra Llodra serve on the Audit Committee, with Romualdo Varela as chair and an "audit committee financial expert." Gloria Montaron Estrada, Aimar Dimo, and Romualdo Varela are on the Compensation Committee, chaired by Gloria Montaron Estrada. Oscar Leon Bentancor, Gloria Montaron Estrada, and Diego Abelleyra Llodra form the Nominating Committee, with Diego Abelleyra Llodra as chair. All committee members meet applicable independence standards. There is no mandatory retirement age for directors, and they are not required to hold shares to qualify.

Regulatory Environment & Compliance

Multi-Jurisdictional Regulatory Framework: Primary Regulatory Environments:

• United States: The Company's products are primarily regulated by the United States Department of Agriculture (USDA) – Animal and Plant Health Inspection Service (APHIS) for environmental release, and the Food and Drug Administration (FDA) for food and feed use. It is also subject to federal, state, and local laws administered by agencies such as the Federal Trade Commission (FTC), Environmental Protection Agency (EPA), and Occupational Safety and Health Administration (OSHA). Several molecular farming products, including PEEA1 pea, Piggy Sooy™ soybean, and GLA safflower, have received favorable Regulatory Status Review clearances from USDA-APHIS. GLA safflower also has FDA approvals for various food, feed, and supplement uses.
• Argentina: Approvals for environmental release of genetically modified plants are granted by the Secretariat of Agriculture, Livestock and Fisheries (SAGyP), with risk evaluations by the National Commission of Agricultural Biotechnology (CONABIA) and food/feed assessments by the National Food Safety and Quality Service (SENASA). The Company's chymosin safflower is fully approved by MAGP for release and production, and GLA safflower received SENASA approval for food and feed in September 2025.
• Finland (EU): Operations in Finland are overseen by the Finnish Food Authority (Ruokavirasto) and the Board for Gene Technology (GTLK) under the Gene Technology Act 377/1995. The precision fermentation facility, utilizing contained microbial and cellular systems, falls under "contained use" classification, which does not require the same environmental release authorizations as open-field genetically engineered crops.

Cross-Border Compliance:

• Export Controls: The Company's products are subject to Export Control Laws and Import Control Laws and regulations in the jurisdictions where it operates. Compliance is required for cross-border transit of finished goods and raw materials.
• Sanctions Compliance: Not explicitly detailed.
• Anti-Corruption: Moolec Science SA is subject to the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act 2010, Argentine Law No. 27,401, and other anti-bribery and anti-money laundering laws in its operating countries. Policies are implemented to ensure compliance, but the risk of non-compliance remains.

International Tax Strategy:

• Transfer Pricing: Not explicitly detailed.
• Tax Treaties: Not explicitly detailed.
• BEPS Compliance: Not explicitly detailed.
• Jurisdictions: The Company has relationships with multiple jurisdictions, including the United Kingdom, the Cayman Islands, the United States, Argentina, and the Netherlands, and is subject to their respective tax laws and regulations.

Environmental & Social Impact

Global Sustainability Strategy: Environmental Commitments: Moolec Science SA's platform is designed to offer measurable environmental benefits by shifting protein and lipid production from resource-intensive animal systems to biology-based processes. In Molecular Farming, expressing functional proteins and oils directly in crops like soybean and safflower has the potential to reduce greenhouse gas emissions, land use, and blue-water consumption compared to conventional animal supply chains. Precision fermentation enables high conversion efficiency, flexible geographic deployment, and tight control of inputs and utilities, reducing waste and supporting cleaner energy sourcing. A core element is traceability-by-design, with identity-preserved seed lots for field programs and batch genealogy with electronic batch records for fermentation, supporting cradle-to-gate life cycle assessments and alignment with deforestation-free and supply chain transparency frameworks. Products like GLASO valorize safflower oil and utilize co-products, while Piggy Sooy aims to replace animal-derived inputs. Access to HB4 climate-smart technologies improves water-use efficiency and yield stability, and Gentle Technologies Corp.'s machinery innovations reduce fuel consumption and soil compaction.

Regional Sustainability Initiatives:

• Supply Chain: The Company implements traceability across its systems to meet customer expectations for sustainability and compliance, including auditable data trails for environmental outcomes. Global supplier ESG requirements and sustainability standards are implied by this approach.

Social Impact by Region:

• Community Investment: Not explicitly detailed.
• Labor Standards: The Company's workforce includes 14 Ph.Ds. and other highly skilled scientists, biotechnologists, and engineers across its international operations. Employment practices across jurisdictions are not explicitly detailed.

Currency Management & Financial Strategy

Multi-Currency Operations: Currency Exposure:

Hedging Strategies:

• Transaction Hedging: The Group does not use derivative financial instruments to hedge its interest rate or currency risk exposure.
• Translation Hedging: The Group does not use derivative financial instruments for hedging.
• Economic Hedging: The Group does not use derivative financial instruments for hedging.