Bioceres Group Limited, Nutrecon LLC and Gentle Technologies Corp signed a letter of intent to acquire Moolec Science SA (NasdaqCM:MLEC) in a reverse merger transaction on December 27, 2024. Bioceres Group Limited, Nutrecon LLC and Gentle Technologies Corp signed a Business Combination Agreement to acquire Moolec Science SA (NasdaqCM:MLEC) in a reverse merger transaction for $59.7 million on April 17, 2025. At the Closing, under the terms and conditions of the BCA, including the indemnity and deduction provisions, the following will occur: (i) Moolec (Cayman Islands) will issue to Bioceres Group shareholders 3.15 Shares for each Bioceres Group share exchanged; (ii) Moolec (Cayman Islands) will issue 5,000,000 Shares and grant 5,000,000 warrants to buy Shares at a price of $2.00 per share, exercisable within three years after the Closing, to Nordelis Ventures Ltd (?Nordelis?) in exchange for 50,000 Nutrecon units; (iii) Moolec (Cayman Islands) will issue 1,475,000 Shares to Union Group in exchange for 1,000,000 issued and outstanding ordinary shares of Gentle Tech (which represent 50% of the outstanding ordinary shares of Gentle Tech). Pursuant to the BCA, the ratio referred to in (i) above and the Share and warrant numbers referred to in (ii) and (iii) above will be adjusted proportionally to reflect the completion of the reverse share split, which is a condition to Closing. The parties further agreed that (x) the ratio of 3.15 set forth above, as well as any other issuances pursuant to the Business Combination that consider this ratio as a reference. In connection with the Business Combination, we expect to issue up to 87,827,474 Shares and 5,000,000 warrants purchase to Shares. The factors that were considered in determining that Bioceres Group should be treated as the accounting acquirer in the Business Combination were the relative voting rights in the surviving entity (approximately 63% for the former shareholders of Bioceres Group and approximately 31% for the former shareholders of Moolec), the potential composition of the board of directors in the surviving entity and other committees, the relative fair value assigned to Bioceres Group and Moolec, and (iv) the potential composition of senior management of the surviving entity.

The BCA can be terminated any time before Closing under the following conditions by a written agreement among Moolec, the Bioceres Group shareholders? representative, Union Group and Nordelis; (ii) by either Moolec, the Representative, Union Group or Nordelis with written notice to the other Parties if the planned Business Combination is not completed by September 9, 2025, unless mutually agreed in writing by the involved Parties to extend this date; (iii) by either Moolec, the Representative, Union Group or Nordelis with written notice to the other Parties if a governmental authority has issued an order that permanently restrains, enjoins, or otherwise blocks the completion of the transactions planned by the BCA, and this order is final and non-appealable, despite the Parties? commercially reasonable efforts to lift the order; and (iv) by either Moolec, the Representative, Union Group or Nordelis with written notice to the other Parties if an event, fact, or condition arises that makes it impossible to fulfil a condition required for the terminating party to complete the transactions under the BCA, unless this event is due to the terminating party neglecting to fulfil or comply with any prior obligations, agreements, or conditions under the BCA.

As of April 18, 2025, Moolec Science's Board unanimously approved the transaction. It is expected to close during the second quarter of 2025 or thereafter, and it is subject to finalizing Moolec?s reverse stock split process and re-domicile to the Cayman Islands among other customary closing conditions and regulatory approvals. As of June 16, 2025, transaction was approved at the EGM by at least a two thirds majority of shareholders.

Evans & Evans, Inc. acted as fairness opinion provider for Moolec Science SA. Evans & Evans, Inc. acted as financial advisor for Moolec Science SA. In connection with Evans & Evans? services as a financial advisor to the Moolec board of directors, Moolec agreed to pay, and has paid in full, Evans & Evans an aggregate fee of $75,000. Matthew Poulter and Pierre-Emmanuel Perais of Linklaters LLP acted as legal advisor to Moolec Science.

Bioceres Group Limited, Nutrecon LLC and Gentle Technologies Corp completed the acquisition of Moolec Science SA (NasdaqCM:MLEC) in a reverse merger transaction on June 17, 2025. The combined company will continue operating under the name Moolec Science, with its securities trading on NASDAQ under the ticker symbols "MLEC" and "MLECW".