AIGC takes control of Moolec Science (MLEC) with 65.1% stake

Rhea-AI Filing Summary

Moolec Science reports a change in control after Agriculture Investment Group Corp. (AIGC) became its controlling shareholder. On April 1, 2026, AIGC held 65.1% of Moolec’s outstanding shares following a partial conversion of its preference shares into ordinary shares under an existing subscription agreement. As a foreign private issuer, Moolec has chosen to follow home country practice instead of Nasdaq’s usual requirement for prior shareholder approval in transactions that result in a change of control.

Insights

Cross‑border governance and capital structure analyst

Control shifts to AIGC via share conversion, altering Moolec’s governance profile.

The filing shows that Agriculture Investment Group Corp. now holds 65.1% of Moolec’s outstanding shares after partially converting preference shares into ordinary shares. This establishes a single controlling shareholder with clear voting dominance over corporate decisions.

The partial conversion followed terms in a subscription agreement tied to a prior business combination in which Bioceres Group Limited became a subsidiary. Moolec also elected to follow home country practice in lieu of Nasdaq’s shareholder‑approval requirement for change‑of‑control issuances, a choice permitted for foreign private issuers.

This combination of a majority owner and home country governance standards concentrates decision‑making authority while remaining within the applicable listing rules. Future capital structure or strategic moves will likely reflect the priorities of AIGC, though specific plans are not detailed in this report.

Key Figures

Controlling stake: 65.1% of outstanding shares Change of control date: April 1, 2026 Subscription Agreement date: December 9, 2024 +1 more

4 metrics

Controlling stake 65.1% of outstanding shares Held by Agriculture Investment Group Corp. after conversion on April 1, 2026

Change of control date April 1, 2026 Date AIGC became controlling shareholder of Moolec Science

Subscription Agreement date December 9, 2024 Original date of agreement between Bioceres Group Limited and AIGC

Subscription Agreement amendment June 16, 2025 Date the Subscription Agreement was amended and restated

Key Terms

controlling shareholder, preference shares, ordinary shares, foreign private issuer, +2 more

6 terms

controlling shareholder financial

"AIGC became the controlling shareholder of Moolec Science SA"

A controlling shareholder is a person or entity that holds enough voting power in a company—often a majority of votes or decisive influence through agreements—to determine its board, strategy and major decisions. For investors this matters because that control shapes corporate direction, risk and who benefits from deals; like a driver steering a car, a controlling shareholder can speed up or block changes, which can affect minority shareholders’ returns and the company’s value.

preference shares financial

"following the partial conversion of its preference shares into ordinary shares"

Preference shares are a type of company stock that pays owners a fixed or regularly prioritized payout, similar to receiving steady interest from a savings account, while still representing ownership. They usually get paid dividends before regular (common) shareholders and have priority if the company distributes assets, but often carry limited voting rights and less upside if the company’s value soars. Investors care because preference shares trade off growth potential for steadier income and greater safety in payouts.

ordinary shares financial

"partial conversion of its preference shares into ordinary shares"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

foreign private issuer regulatory

"As a foreign private issuer, we have elected to follow home country practice"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

home country practice regulatory

"we have elected to follow home country practice in lieu of Nasdaq’s requirement"

Rule 5615(a)(3) regulatory

"as permitted by Rule 5615(a)(3)"

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of April 2026

Commission File Number: 001-41586

MOOLEC SCIENCE SA

(Exact name of Registrant as Specified in Its Charter)

89 Nexus Way, Camana Bay

Grand Cayman KY1-9009

Cayman Islands

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

EXPLANATORY NOTE

The information contained in this Form 6-K and any exhibits hereto shall be deemed to be incorporated by reference into the Company’s registration statement on Form S-8 (Registration No. 333-282263).

Moolec Announces New Controlling Shareholder Strengthening Capital Position and Supporting Growth

On April 1, 2026, Agriculture Investment Group Corp. (“AIGC”) became the controlling shareholder of Moolec Science SA (the “Company”), holding 65.1% of the Company’s outstanding shares following the partial conversion of its preference shares into ordinary shares (the “Conversion”). The Conversion was effected pursuant to the terms of the Subscription Agreement, dated December 9, 2024 (as amended and restated on June 16, 2025), between Bioceres Group Limited and AIGC, following completion of the business combination through which Bioceres Group Limited became a subsidiary of the Company.

As a foreign private issuer, we have elected to follow home country practice in lieu of Nasdaq’s requirement to obtain shareholder approval prior to the issuance of securities in connection with transactions resulting in a change of control, as permitted by Rule 5615(a)(3).

1

SIGNATURE

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.

	Moolec Science SA
	(registrant)
Date: April 2, 2026	By:	/s/ Alejandro Antalich
	Name:	Alejandro Antalich
	Title:	Chief Executive Officer

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FAQ

What change in control does Moolec Science (MLEC) report in this 6-K?

Moolec Science reports that Agriculture Investment Group Corp. became its controlling shareholder, holding 65.1% of outstanding shares after partially converting preference shares into ordinary shares under a previously signed subscription agreement tied to an earlier business combination.

Who is the new controlling shareholder of Moolec Science (MLEC) and what is its stake?

Agriculture Investment Group Corp. is the new controlling shareholder of Moolec Science, with a 65.1% ownership of the company’s outstanding shares. This majority position arose from a partial conversion of AIGC’s preference shares into ordinary shares completed on April 1, 2026.

How did Agriculture Investment Group Corp. increase its ownership in Moolec Science (MLEC)?

Agriculture Investment Group Corp. increased its ownership by partially converting its preference shares into ordinary shares. This conversion followed the terms of a subscription agreement dated December 9, 2024, later amended June 16, 2025, associated with Moolec’s business combination involving Bioceres Group Limited.

What Nasdaq rule treatment has Moolec Science (MLEC) elected as a foreign private issuer?

As a foreign private issuer, Moolec Science has elected to follow its home country practice instead of Nasdaq’s requirement for shareholder approval before issuing securities in transactions that cause a change of control, relying on the flexibility permitted under Nasdaq Rule 5615(a)(3).

How is the Bioceres Group Limited transaction connected to Moolec Science’s new controlling shareholder?

The conversion that made Agriculture Investment Group Corp. Moolec’s controlling shareholder was executed under a subscription agreement between Bioceres Group Limited and AIGC. That agreement followed completion of a business combination in which Bioceres Group Limited became a subsidiary of Moolec Science.