UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of December 2024
Commission File Number: 001-41586
MOOLEC SCIENCE SA
(Exact name of Registrant as Specified in Its Charter)
17, Boulevard F. W. Raiffeisen
L-2411 Luxembourg,
Grand Duchy of Luxembourg
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
EXPLANATORY NOTE
Attached hereto as Exhibit 99.1 is the Convening
Notice for the Annual General Meeting and Extraordinary General Meeting of the shareholders of Moolec SA (the “Company”) to
be held on December 27, 2024, at 2:30 p.m. Central European Time) at 35, avenue J. F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.
Matters submitted to the Extraordinary General Meeting include the approval of the transfer of the central administration (administration
centrale) and registered office (siège social) of the Company from the Grand Duchy of Luxembourg to the Cayman Islands,
and to set the registered office of the Company at c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009,
Cayman Islands, with effect as from the Effective Date (as defined in the convening notice), and to acknowledge the Migration (as defined
in the convening notice).
This report on Form 6-K (including the exhibit
hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, and shall not
be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
Exhibit List
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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MOOLEC SCIENCE SA |
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(Registrant) |
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| Dated: December 13, 2024 |
By: |
/s/ Gastón Paladini |
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Name: |
Gastón Paladini |
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Title: |
Chief Executive Officer |
3
Exhibit 99.1
Moolec Science SA
Société anonyme
Registered office: 17, boulevard F.W. Raiffeisen,
L-2411 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B268440
(the “Company”)
CONVENING NOTICE TO THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS AND TO
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The annual general meeting of the shareholders
of the Company (the “AGM”), followed by an extraordinary general meeting of the shareholders of the Company (the “EGM”),
will be held on 27 December 2024, at 2:30 p.m. (local time) at 35, avenue J. F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.
The EGM will be held in front of a Luxembourg notary.
The AGM will consider and vote on the following
agenda points:
| 1 | To receive the report of the approved statutory auditor of the Company on the annual accounts as at 30
June 2024. |
| 2 | To approve the annual accounts for the year ended 30 June 2024. |
| 3 | To allocate the result of the year ended 30 June 2024. |
| 4 | To approve the remuneration of the directors of the Company. |
| 5 | To grant discharge to the directors and to the approved statutory auditor of the Company. |
| 6 | To re-appoint Kyle P. Bransfield as director of the Company, whose mandate ends following the annual general
meeting which will approve the annual accounts for the period ended on 30 June 2024, for the period to end following the annual general
meeting which will approve the annual accounts for the period to end on 30 June 2025. |
| 7 | To re-appoint Jose Lopez Lecube as director of the Company, whose mandate ends following the annual general
meeting which will approve the annual accounts for the period ended on 30 June 2024, for the period to end following the annual general
meeting which will approve the annual accounts for the period to end on 30 June 2025. |
| 8 | To re-appoint Gastón Paladini as director of the Company, whose mandate ends following the annual
general meeting which will approve the annual accounts for the period ended on 30 June 2024, for the period to end following the annual
general meeting which will approve the annual accounts for the period to end on 30 June 2025. |
| 9 | To re-appoint Natalia Zang as director of the Company, whose mandate ends following the annual general
meeting which will approve the annual accounts for the period ended on 30 June 2024, for the period to end following the annual general
meeting which will approve the annual accounts for the period to end on 30 June 2025. |
| Moolec Science SA AGM & EGM | 1 | |
| 10 | To re-appoint Esteban Corley as director of the Company, whose mandate ends following the annual general
meeting which will approve the annual accounts for the period ended on 30 June 2024, for the period to end following the annual general
meeting which will approve the annual accounts for the period to end on 30 June 2025. |
| 11 | To re-appoint the current approved statutory auditor of the Company for the period to end following the
annual general meeting which will approve the annual accounts for the period to end on 30 June 2025. |
The EGM will consider and vote on the following
agenda points:
| 1 | To approve the transfer of the central administration (administration centrale) and registered
office (siège social) of the Company from the Grand Duchy of Luxembourg to the Cayman Islands, and to set the registered
office at c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands, with effect as from the
date on which the application for continuation into the Cayman Islands is filed with the Cayman Islands Registrar of Companies (the “Effective
Date”), and to acknowledge the change of nationality of the Company, as from the Effective Date, subject to the condition that
the Company receives from the Registrar of Companies in the Cayman Islands a certificate confirming that the Company has been registered
by way of continuation as an exempted company in the Cayman Islands (the “Migration”). |
| 2 | To approve the statement of assets and liabilities, which form the basis of the Company’s closing
balance sheet, and the closing balance sheet of the Company (the “Balance Sheet”). |
| 3 | To acknowledge, with effect as from the Effective Date, the registration of the Company by way of continuation
as an exempted company limited by shares in the Cayman Islands and the submission of the Company to the laws of the Cayman Islands, to
adopt the legal form of a Cayman Islands exempted company limited by shares under the laws of the Cayman Islands, and to approve that
the name of the Company shall remain “Moolec Science SA” as from the Effective Date. |
| 4 | To fully restate the Company’s articles of association and adopt new memorandum and articles of
association, in substitution for and to the exclusion of, the Company's existing articles of association in order to comply with the laws
of the Cayman Islands, as a consequence of the Company becoming a Cayman Islands exempted company limited by shares, as from the Effective
Date. |
The Company’s
object shall be changed to “The Company's objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised),
the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands”.
| 5 | To acknowledge the resignation of the current directors of the Company as from the Effective Date and
to grant them full discharge. |
| 6 | To appoint new directors of the Company as from the Effective Date. |
| 7 | To approve the place where the existing books and records of the Company shall be kept as from the Effective
Date. |
| Moolec Science SA AGM & EGM | 2 | |
| 8 | To delegate powers to representatives to take all actions required in connection with the Migration, the
deregistration of the Company in the Grand Duchy of Luxembourg and the filing of all necessary documents with the Cayman Islands Registrar
of Companies. |
13 December 2024, at 11:59 p.m. (Eastern
Standard Time) |
Voting Record Date, for both the AGM and the
EGM |
24 December 2024, at 11:59 p.m. (Eastern
Standard Time) |
Deadline to submit proxies/vote remotely with
respect to the AGM and the EGM |
| 27 December 2024, at 2:30 p.m. (local time) |
AGM |
| 27 December 2024, at 3:00 p.m. (local time) |
EGM |
| 5 | Right to participate at the AGM, and voting procedures |
The following persons who comply with the procedure
below, and who hold shares on 13 December 2024, at 11:59 p.m. (Eastern Standard Time) (the “Voting Record Date”)
are eligible to attend and vote at the AGM and EGM:
| - | registered shareholders of the Company; and |
| - | beneficial owners of the Company’s shares traded on the Nasdaq Global Select Market. |
Each shareholder is entitled to one vote for each
ordinary share held of record by such shareholder as of the Voting Record Date, on each matter submitted to a vote at the AGM and at the
EGM.
Holders of shares held through the operator of
a securities settlement system or with a depositary (including nominees or brokers that hold shares through the Depository Trust Company)
have the right to instruct their nominee or broker on how to vote with a voter instruction form, or as may otherwise be established by
the nominee or broker. Beneficial holders who wish to vote directly must request the nominee or broker that appears as the registered
shareholder on the Voting Record Date to issue a “legal proxy” which allows the beneficial owner to vote his or her shares
directly. Beneficial owners who do not vote via their brokers or nominees in accordance with the instructions received or do not have
a legal proxy are not eligible to vote.
The Company urges each shareholder to cast its
vote at the AGM and at the EGM by completing, signing, dating and returning the relevant proxies made available by the Company for use
at the AGM and at the EGM in accordance with the instructions below.
The Company’s shareholders may attend the
AGM and EGM by proxy (the “Proxy”) to be submitted in accordance with the information contained therein such that it
is received no later than on 24 December 2024, at 11:59 p.m. (Eastern Standard Time) (the “Voting Deadline”).
Shareholders may also vote remotely by submitting
a ballot paper containing their voting instructions (the “Voting Form”) in writing or electronically in accordance
with the instructions contained therein, such that it is received no later than the Voting Deadline. The proposed text of resolutions
to be adopted at the AGM and EGM are attached to this convening notice, including the new memorandum and articles of association of the
Company to be adopted in the context of the Migration in order to comply with the laws of the Cayman Islands.
| Moolec Science SA AGM & EGM | 3 | |
The Company has sent by post or email, as the
case may be, the convening notice, a form of Proxy and a form of Voting Form, together with a control number. Votes to the AGM and EGM
can be cast using this control number at http://www.cstproxyvote.com. If you consider that you are eligible to vote but you have not received
the control number by post or email, as the case may be, and you would like to submit your vote online, please contact your bank or broker.
If you plan to vote over the internet or by telephone, your vote must be received no later than the Voting Deadline to allow sufficient
time to tabulate the votes prior to the start of the AGM and EGM.
Alternatively, the Voting Form can be submitted
by post. The original completed, dated and signed Voting Form should be mailed to the address provided in the form. Shareholders that
choose to send their Voting Form by post should also send a scanned copy by email to florencia@moolecscience.com and liza@moolecscience.com.
Shareholders may also vote in person at the AGM
and at the EGM. All shareholders must present valid government issued photo identification documentation to attend the AGM and the EGM,
as well as a proof of ownership of shares of the Company as at the Voting Record Date. Admittance of shareholders to the AGM and the EGM
and acceptance of written voting proxies will be governed by Luxembourg law.
Even If you plan to attend the AGM and/or the
EGM, we recommend that you vote your shares in advance of the AGM and the EGM in one of the manners available to you so that your vote
will be counted if you later are unable to attend the AGM and/or the EGM.
A holder of ordinary shares held through the operator
of a securities settlement system of with a depositary wishing to attend the AGM and/or the EGM must provide the Company with a certificate
issued by such operator or depositary certifying the number of ordinary shares recorded in the relevant account on the Voting Record Date.
Such certificate must be provided to the Company no later than three (3) business days prior to the date of the AGM and EGM. If you plan
to attend the AGM and/or the EGM, you are kindly requested to notify the Company thereof in writing and provide your name, address and
telephone number and any other necessary materials before on 24 December 2024, at 11:59 p.m. (Eastern Standard Time) to the registered
office of the Company at 17, boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg or by email to florencia@moolecscience.com.
All forms and all supporting documents can be
downloaded from the Company’s website https://ir.moolecscience.com/.
| 5.3 | Supporting documents and information |
Information concerning the matters to be considered
and voted upon at the AGM and EGM, together with the relevant supporting documentation, including the new memorandum and articles of association
of the Company to be adopted in the context of the Migration in order to comply with the laws of the Cayman Islands, is available to the
shareholders at the registered office of the Company and on the Company’s website https://ir.moolecscience.com/.
Shareholders have the right to ask questions about
items on the agenda of the AGM and EGM during the meeting. They may also ask questions ahead of the AGM and of the EGM. The Company will
on a best efforts basis provide responses to the questions at the AGM and at the EGM. Written questions must be received by the Company
no later than on 26 December 2024 at 11:59 p.m. (local time). Written questions must be submitted either by registered letters
to the registered office of the Company or by email to florencia@moolecscience.com and include the shareholder’s full name and address.
| Moolec Science SA AGM & EGM | 4 | |
In connection with the AGM and the EGM, the Company
is required to collect certain data including personal data in order to confirm the identity of individual shareholders or shareholder
representatives for the purpose of carrying out the AGM and the EGM and to comply with applicable laws and regulations. Such personal
data may include the contact details and identification details of shareholders (name, address, date of birth, ID number, etc.). By submitting
the Proxy or Voting Form, you confirm that you understand the fact that the personal data will be collected, processed and used in connection
with the AGM and EGM including for the purpose of the organization of the AGM and EGM and the voting on the resolutions in accordance
with the Company’s articles of association and applicable laws.
If you choose not to share personal data with
us, you will not be able to participate and vote in the AGM and EGM, respectively.
The Company is the data controller for any personal
data that is collected in connection with the AGM and EGM. A controller is the entity that decides why and how your information is processed.
We may disclose your personal data to certain
entities to the extent required to perform the various activities related to the AGM and EGM. In particular, your personal data may be
disclosed to Linklaters LLP, Continental. If we do this, we will require such third parties to protect the confidentiality and privacy
of the personal data and to use such information solely for the purposes for which such information is shared. The Company will ensure
that transfers of personal data to such third parties will be carried out in compliance with applicable data protection laws and regulations
and in particular, will establish suitable safeguards to ensure that such transfers are carried out in compliance with applicable data
protection laws and regulations.
Personal data will be retained no longer than
necessary for the purposes indicated hereinabove, unless otherwise required by applicable laws or regulations.
Under certain circumstances, you have rights under
data protection laws in relation to your personal data. In particular, you have a right to (i) access your personal data, (ii) be informed
about how personal data is used, (iii) have inaccurate personal data rectified, (iv) data portability, and, in certain circumstances,
have the right to have your personal data erased, restrict processing of your personal data and object to the processing thereof. To exercise
these rights or if you have any other data protection queries, please contact us by email at florencia@moolecscience.com.
More information on how we process your data and
your rights with respect thereto can be found in our privacy policy, available on our website https://ir.moolecscience.com/.
Luxembourg, 11 December 2024
The Board of Directors of Moolec Science SA
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