Exhibit 99.1

Unaudited interim condensed consolidated financial statements as of September 30, 2024 and June 30, 2024,
and for the three-month periods ended September 30, 2024 and 2023.

Moolec Science SA

Unaudited interim condensed consolidated Financial Statements as of September 30, 2024 and June 30, 2024,
and for the three months ended September 30, 2024 and 2023

Moolec Science SA

Unaudited interim condensed consolidated statements of comprehensive loss

for the three month period ended September 30, 2024 and 2023

In USD [$]

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Moolec Science SA

Unaudited interim condensed consolidated statements of financial position

as of September 30, 2024 and June 30, 2024

In USD [$]

The accompanying notes are an integral part of these unaudited interim condensed consolidated statements Unaudited interim condensed consolidated statements of changes in equity

Moolec Science SA

for the three months period ended September 30, 2024 and 2023

In USD [$]

The accompanying notes are an integral part of these unaudited interim condensed consolidated statements.

Moolec Science SA

Unaudited interim condensed consolidated statements of cash flows

For the three-month periods ended September 30, 2024 and 2023

In USD [$]

The accompanying notes are an integral part of these unaudited interim condensed consolidated statements.

Moolec Science SA

Notes to the unaudited interim condensed consolidated financial statements

In USD [$] 

Note 1. General information

Moolec Science SA (“the Company’’, “the Group” or “Moolec Science’’) is a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg on May 23, 2022 (“date of incorporation”), created to develop affordable alternative proteins using molecular farming technology. The Company is registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440. Its registered address is 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg.

The subsidiaries and joint arrangements of the Company, of which their financial results have been included in the interim condensed consolidated financial statements, and in which the Company holds a majority of the voting rights or shares joint control as of September 30, 2024 are as follows:

Note 2. Accounting standards and basis of preparation

Note 2.1. Basis of Presentation 

These unaudited interim condensed consolidated financial statements of the Group have been prepared in accordance with the International Accounting Standard (“IAS”) IAS 34 Interim Financial Reporting, as issued by International Accounting Standard Board (“IASB”) and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended June 30, 2024. These unaudited interim condensed consolidated financial statements do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial statements.

These unaudited interim condensed consolidated financial statements of the Group were authorized by the Board of Directors of Moolec Science SA in January 31, 2025.

Note 2.2. Use of estimates and judgements

The preparation of the unaudited interim condensed consolidated financial statements requires Management to make judgements, estimates and assumptions that affect the application of accounting policies and the reporting amounts as presented in the unaudited interim condensed consolidated financial statements for all periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis.

The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 30 June 2024.

Note 2.3. Going concern

 Management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Group’s ability to continue as a going concern after the accompanying interim condensed consolidated financial statements are issued. The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going concern basis. The Group concludes it will, for the next 12 months from the issuance of these unaudited interim condensed consolidated financial statements, be able to realize its assets and discharge its liabilities in the normal course of operations. The Company confirms the financial support of its main shareholders for a minimum period of twelve months from the date of these financial statements.

Note 3. Summary of significant accounting policies

The accounting policies applied in these unaudited interim condensed consolidated financial statements are the same as those applied in the Group’s consolidated financial statements as at and for the year ended 30 June 2024. The policy for recognizing and measuring income taxes in the interim periods is consistent with that applied in the previous interim period and is described in Note 16: Income tax.

Note 3.2. New and amended IFRS Standards that are effective for the current period.

- Amendments to IFRS 16- Lease Liability in a Sale and Leaseback.

- Amendments to IAS 1 – Non- current liabilities with covenants.

- Amendments to IAS 7- Statement of Cash Flows & to IFRS 7- Financial Instruments: Disclosures

These new standards and amendments did not have any material impact on the Group.

- IFRS 19 - Simplifying disclosure requirements for certain subsidiary financial statements. This standard specifies the disclosure requirements that an entity is permitted to apply instead of the disclosure requirements in other IFRS Accounting Standards. It is effective for annual periods beginning on or after 1 January 2027.

These standards and amendments are not expected to have a material impact on the Group

- IFRS 18 – Presentation and Disclosure in Financial Statements. This standard sets out requirements for the presentation and disclosure of information in general purpose financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. It is effective for annual periods beginning on or after January 1, 2027.

Amendments to IAS 21- The Effects of Changes in Foreign Exchange Rates Titled Lack of Exchangeability. The amendments are effective for annual reporting periods beginning on or after 1 January 2025.

- IFRS 9 and IFRS 7- Classification and measurement of financial instruments. The amendments are effective for annual periods beginning on or after January 1, 2026.

The Group is currently analyzing the potential impact of these new standards on our financial statements.

Note 3.3. Segment reporting

The Group operates in a single operating segment, which is “science-based food ingredients”. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker, who in the Group’s case is the Executive Team, in deciding how to allocate resources and assess performance. The Executive Team is composed of the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), the Chief Product Officer (“CPO”), the Chief Technology Officer (“CTO”) and the Chief Science Officer (“CSO”).

The Executive Team evaluates the Group’s financial information and resources and assess the financial performance of these resources on a consolidated basis on the basis of Net revenue/loss for the period.

The Group’s revenue, results and assets for this one reportable segment can be determined by reference to the unaudited interim condensed consolidated statement of comprehensive income and unaudited interim condensed consolidated statement of financial position.

As required by IFRS 8 Operating Segments, below are presented applicable entity-wide disclosures related to Moolec Science’s revenues.

Revenues breakdown:

The Company’s revenues arise from operations in Argentina. During the periods covered by these unaudited interim condensed consolidated financial statements the Company had no revenues from customers attributed to the entity’s country of domicile.

Non-current assets other than financial instruments

Non-current assets other than financial instruments are located in the following countries:

Note 4. Critical accounting judgements and estimates

The Group makes certain estimates and assumptions regarding the future. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are the same as those described in the last annual financial statements.

Note 5. Comparative Information

The information disclosed for comparative purposes arises from the consolidated financial statements of Moolec as of June 30, 2024 and from unaudited financial statements for the period of July 1, 2024 through September 30, 2024 respectively.

The Company has reclassified some expenses in the notes in the comparative periods to improve the presentation and understanding of the financial information. Those reclasses do not impact on the previously reported total comprehensive results, financial position or cash flows.

Note 6. Intangible Assets

Note 7. Fixed Assets

Note 8. Other receivables

Note 9. Cash and cash equivalents

Cash and cash equivalents at each end of period/year, as disclosed in the unaudited interim condensed consolidated statements of cash flows, may be reconciled against the items related to the unaudited interim condensed consolidated statement of financial position as follows:

Note 10. Inventories

Note 11. Share capital and share premium

As of September 30, 2024, the share capital stock and share premium amounts to $ 69,546,859. The following table sets forth details of the balances as of September 30, 2024 and as of June 30, 2024:

Note 12. Share based payment

Under the share-based compensation plan, some employees and members of the executive management team as defined by the Board of Directors, were granted share options or restricted stock units (“RSU”) in return for their services to the Group.

On September 18, 2024, the Board of Directors approved the 2024 Incentive Plan (the “Plan”), making some minor modifications to the previous share-based compensation plan. Subsequently, on December 12, 2024, the Board approved the possibility of making additional grants under the Plan and revised certain terms. These changes were designed to attract, retain, and motivate key executives while promoting sustained growth and enhancing shareholder value.

As of September 30, 2024, Moolec had the following shared-based payment arrangements for executives and senior management:

Also, for the period ended September 30, 2024 RSU awards were accrued to some employees and members of the executive team amounting to the equivalent of $53,234 (and $86,335 for the period ended September 2023). The expense is recognized as an employee benefit expense, with a corresponding increase in equity (or liability, depending on the characteristics of the award)

The fair value of the options granted is measured at grant date and recognized in accordance with the requirements of IFRS 2, as an employee benefit expense, with a corresponding increase in equity.

There are no market-related performance conditions or non-vesting conditions that should be considered for determining the fair value of options.

Moolec Science estimates an expected rotation of 2.00% annually at constant value, taking into account historical patterns of executives maintaining their jobs and the probability of exercising the options. This estimate is reviewed at the end of each annual or interim period.

The following table shows the amount and exercise price and the movements of the stock options of executives and managers of the Group for the period ended September 30, 2024.

The charge of the stock options recognized during the three months period ended on September 30, 2024 and 2023, was $ (136,576) and $ (235,522). The charge of the RSUs recognized for the three months period ended on September 30, 2024 and 2023, was $ (53,234) and $ (86,335).

Note 13. Accounts Payable

On June 14, 2024, Moolec Science SA and Bioceres Crop Solutions Corp. (“BIOX”) signed an agreement under which BIOX sold 15,000 tons of HB4 soybean to Moolec Science SA for an amount of USD 6,600,000 payable in 2026. Later, on September 15, 2024 such payables were exchanged for a convertible note (see note 17). Additionally, on June 29, 2024, Moolec Science SA entered into an exclusive Technology Access License Agreement with BIOX for USD 1,000,000, granting Moolec Science SA the right to use BIOX’s HB4 technology for a period of 5 years.

Note 14. Other liabilities

The book value is reasonably approximate to the fair value given its short-term nature.

Note 15. Warrants liabilities

Each of the Warrants to purchase an aggregate of 11,110,000 Ordinary Shares are exercisable to purchase one Ordinary Share and only whole warrants are exercisable. The exercise price of the Warrants is $11.50 per share. A Warrant may be exercised only during the period commencing on the date of the consummation of the transactions contemplated by the Business Combination Agreement and terminating on the earlier to occur of: the date that is five (5) years after the date on which the Business Combination is completed or the liquidation of the Company. Redemptions of warrants for cash once the public warrants become exercisable, may be redeemed (i) in whole and not in part, (ii) at a price of $0.01 per warrant, (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder, and (iv) if, and only if, the reported last sale price of the Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before sending the notice of redemption to each warrant holder. If the public warrants are called for redemption for cash, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis”. The private warrants will be treated identical to the public warrants.

Considering that the fair value as of September 30, 2024 and June 30, 2024, is $0.0400 and $0.0500 per Ordinary Share respectively, the valuation of warrants is the following:

Note 16. Income Tax

Income tax recognized through profit or loss

Income tax expense is recognized at an amount determined by multiplying the profit (loss) before tax for the interim reporting period by management’s best estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognized in full in the interim period. As such, the effective tax rate in the unaudited interim condensed consolidated financial statements may differ from management’s estimate of the effective tax rate for the annual financial statements.

The Group’s consolidated loss before income tax for the three months ended September 30, 2024 amounts to $1,943,488 (loss for the three months ended September 30, 2023 $1,806,294). The benefit income tax for the three months ended September 30, 2024 was $27,989 (for the three months ended September 2023 was – $215,291)

The Group’s consolidate the effective tax rate with respect to continuing operations for the three months ended September 30, 2024 was 1.44%.

The tax rate used for 2024 represents the tax rate of 15% on the taxable income payable by the Group entities in Luxemburg, in accordance with the tax laws of said jurisdiction.

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdiction.

Note 17. Financial Debts

(i) On September 17, 2024, Moolec Science issued convertible notes to BIOX in exchange for the non-current accounts payable related to the purchase of HB4 soybean equivalent to $6.6 million. The convertible note has a term of three years with an early conversion option. If the early conversion option is exercised, Moolec Science will have the option to pay the outstanding amount at that date using shares, cash or a combination of both. The interest rate of the note will be calculated on a quarterly basis, and will be 10% of the actual delivery value divided the total amount of the note. The interest will be payable annually in cash in arrears on anniversary of the date of the notes and on the maturity date, however the Company will have the option at each payment date to capitalize the interest accrued.

After September 30, 2024, it was agreed the execution of the clause of the convertible note with BIOX to increase the amount of in kind contributions by $1.5M. 

Note 18. Financial income / expenses 

Note 19. Administrative expenses

Note 20. Research and development expense

Note 21. Cost of sales

Note 22. Net loss per share

The Group’s basic and diluted loss per ordinary share are the same because the Group has generated net loss to ordinary shareholders. The following table presents the calculation of basic and diluted loss per ordinary share for the periods ended on September 30, 2024 and 2023 as follows:  

Weighted-average number of ordinary shares (basic and diluted)

Convertible notes outstanding were not included in the diluted EPS calculations for the period ended September 30, 2024 because the interest (net of tax and other changes in income or expense) per ordinary share obtainable on conversion exceeds basic earnings per share.

Note 23. Related parties

Balances and transactions between the Group entities, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its directors and/or executive board members and the Company and the Parent are disclosed below.

Transactions with key management personnel

Key management personnel compensation comprised:

Other Related Party Transactions

Other Related Party Balances

Note 24. Financial instruments

Accounting classification and fair value

Financial assets and liabilities are recognized when an entity of the Group becomes party to the contractual provisions of an instrument. The Company applies a hierarchy to classify valuation methods used to measure financial instruments carried at fair value. Levels 1 to 3 are defined based on the degree to which fair value inputs are observable and have a significant effect on the recorded fair value, as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuation techniques use significant observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from prices), or valuations are based on quoted prices for similar instruments; and

Level 3: Valuation techniques use significant inputs that are not based on observable market data (unobservable inputs).

The following represents the carrying value and fair value of the Company’s financial instruments and non-financial derivatives:

Note 25. Events after the reporting period

Management has considered subsequent events through the date these consolidated financial statements were issued:

On October 16, 2024 the Company used the Share Purchase Agreement with Nomura, increasing the share capital by an amount of $24,603 (equivalent to 30,103 shares), arising the share capital to $385,939.

On November 8, 2024, the Company filed with the SEC a Registration Statement on Form F-3 (the “Form F-3”). Such Form F-3 combines the outstanding Form F-1 previously filed on January 27, 2023 with 15,000,000 Ordinary Shares registered for offer and resale by the Company.

As of November 29, 2024 the Company began the commercialization of its GLA Safflower Oil product, GLASO™, under the framework of an offtake agreement (the “Offtake Agreement”) signed on July 15, 2024 with a leading global consumer packaged goods and pet food company. The Offtake Agreement has a term of three years and outlines commercial conditions for the delivery of 50 tons of GLASO™ to the US market in 2025.

On December 9, 2024, the Board of Directors approved an increase in the Company’s share capital by an amount of $15,329 (equivalent to 1,532,969 shares), bringing the total share capital to $401,268. This increase was authorized to issue the shares under “Shared to be issued” and the related ones to “RSUs” in the statement of changes in equity.

On December 27, 2024 Moolec Science SA held the ordinary and extraordinary general meeting of shareholders which approved the transfer of the jurisdiction of incorporation, by discontinuing from the Grand Duchy of Luxembourg and continuing and re-domiciling as an exempted company incorporated under the laws of the Cayman Islands. As of the date of issuance of these financial statements, the Company is in the process of filing the transfer of jurisdiction.

During the semester ended on December 31, 2024 the Company made all the necessary steps to close the non-operative subsidiary Lightjump Acquisition Corporation. As of the date of these Financial Statements only formal and customary steps are pending to finalize the closing.

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