Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Attached hereto as Exhibit 99.1 are the Notice
of Extraordinary General Meeting and the related proxy materials for the Extraordinary General Meeting of the shareholders of Moolec
Science SA (the “Company”) to be held virtually on October 20, 2026, at 9:00 a.m. Eastern Daylight Time (EDT). Matters submitted
to the Extraordinary General Meeting include the approval of the voluntary winding up of the Company in accordance with the Companies
Act (As Revised) of the Cayman Islands and the Articles of Association of the Company; the appointment of Cassandra Ronaldson and Amiel
Gottlieb, each of Interpath (Cayman) Limited, as Joint Voluntary Liquidators of the Company and the approval of their remuneration; the
authorization of the Joint Voluntary Liquidators to retain the Company’s books and records for a period of five years following
the date of dissolution of the Company and to destroy such books and records thereafter; and the authorization of the chairman of the
Extraordinary General Meeting to adjourn the meeting to a later date or dates, if necessary or appropriate, to permit the further solicitation
of proxies in the event that there are insufficient votes to approve, or otherwise in connection with the approval of, any of the foregoing
proposals.
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.
Exhibit 99.1
Moolec Science SA
(Company number: 421988)
c/o Ogier Global (Cayman) Limited,89 Nexus Way,
Camana Bay,
Grand Cayman, KY1-9009, Cayman Islands
(the “Company”)
NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS
An extraordinary general meeting (the “EGM”)
of the shareholders of the Company, will be held virtuallyon October 20, 2026, at 9:00 am Eastern Daylight Time (EDT).
Moolec Science SA Virtual Extraordinary General
Meeting Information :
Meeting Date: Tuesday, October 20, 2026
Meeting Time: 9:00 a.m. (EDT)/ / 10:00 a.m. Cayman
Islands time (EST)
The EGM will be held virtually through Continental
Stock Transfer & Trust Company’s (“CST”) virtual meeting platform, accessible at:
https://www.cstproxy.com/moolecscience/egm2026
Shareholders entitled to attend the EGM may participate
in the meeting through the CST virtual meeting platform. Shareholders attending through the platform will be able to hear the proceedings,
participate in the business of the meeting, submit questions and vote their shares electronically during the EGM, subject to the applicable
authentication and access procedures.
Shareholders may also listen to the EGM by telephone
using the dial-in details set out below. Telephone access is listen-only and does not permit shareholders to vote, submit questions or
otherwise participate in the business of the EGM.
Telephone access:
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155
(standard rates apply)
Conference ID: 9521284#
The EGM and any or all adjournments thereof will
be held for the purpose of considering, and if thought fit, passing the following resolutions:
| (a) | Proposal 1 — Voluntary Winding Up |
To approve, by the requisite shareholder
resolution, that the Company be voluntarily wound up in accordance with the Companies Act (As Revised) of the Cayman Islands and the Articles
of Association of the Company.
The full text of the resolution is
as follows:
IT IS RESOLVED, AS A SPECIAL RESOLUTION
THAT, the Company be voluntarily wound up in accordance with the Companies Act (As Revised) of the Cayman Islands and the Articles of
Association of the Company.
| (b) | Proposal 2 — Appointment of Joint Voluntary Liquidators |
To approve the appointment of Cassandra
Ronaldson and Amiel Gottlieb, each of Interpath (Cayman) Limited, PO Box 776, 38 Market Street, Suite 4208, Canella Court,
Camana Bay, KY1-9006, as Joint Voluntary Liquidators of the Company, with authority to act jointly and severally to the extent permitted
by applicable law and the resolutions appointing them, and to authorize them to take all actions necessary or appropriate in connection
with the voluntary winding up of the Company;
To approve the remuneration of the
JVLs on the basis set out in the engagement letter between the Company and Interpath (Cayman) Limited dated October 6, 2026 together with
all properly incurred expenses and disbursements in connection with the liquidation.
The full text of the resolution is
as follows:
IT IS RESOLVED, AS AN ORDINARY
RESOLUTION THAT, the appointment of Cassandra Ronaldson and Amiel Gottlieb, each of Interpath (Cayman) Limited, as
Joint Voluntary Liquidators of the Company, be approved in addition to the Joint Voluntary Liquidators remuneration being approved.
| (c) | Proposal 3 Retention of Books and Records |
To approve, as an ordinary resolution,
that the Joint Voluntary Liquidators be authorised to retain the Company’s books and records for a period of five years following
the date of dissolution of the Company and to destroy such books and records thereafter.
The full text of the resolution is
as follows:
IT IS RESOLVED, AS AN ORDINARY
RESOLUTION THAT, the Joint Voluntary Liquidators be authorised to retain the Company’s books and records for a period of five years
following the date of dissolution, after which they may be destroyed.
| (d) | Proposal 4 – The Adjournment Proposal |
To approve, as an ordinary resolution,
the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or appropriate, to permit the further solicitation
of proxies in the event that, at the time of the Extraordinary General Meeting, there are insufficient votes to approve, or otherwise
in connection with the approval of, any of the foregoing proposals (the “Adjournment Proposal”).
The full text of the resolution is
as follows:
IT IS RESOLVED, AS AN ORDINARY
RESOLUTION THAT, the chairman of the Extraordinary General Meeting be authorised to adjourn the Extraordinary General Meeting to a later
date or dates, if necessary or appropriate, to permit the further solicitation of proxies in the event that, at the time of the Extraordinary
General Meeting, there are insufficient votes to approve, or otherwise in connection with the approval of, any of the foregoing proposals,
provided that, where the meeting is adjourned for more than seven Clear Days, Members shall be given at least seven Clear Days’
notice of the adjourned meeting in accordance with the Articles.
| October 2, 2026, at the close of business (EDT) |
Record Date |
| October 16, 2026, at 11:59 p.m.(EDT) |
Deadline to submit proxies |
| October, 20, 2026, at 9:00 a.m. (EDT) |
EGM |
| 4. | Right to participate at the EGM, and voting procedures |
Shareholders registered in the Company’s
register of members as of October 2, 2026, the close of business (EDT) (the “Record Date”) are entitled to attend and vote
at the EGM. Each registered shareholder is entitled to one vote for each share held of record as of the Record Date on each matter submitted
to a vote at the EGM.
Beneficial owners whose shares are held through
a broker, nominee, depositary or securities settlement system (including through The Depository Trust Company) are not registered shareholders
of the Company and, accordingly, may not vote their shares directly unless they obtain a legal proxy from the applicable broker or nominee.
Beneficial owners may vote by:
| ● | instructing
their broker or nominee how to vote their shares in accordance with the voting instructions provided by such broker or nominee; or |
| ● | obtaining a “legal proxy”
from the broker or nominee that is the registered shareholder as of the Record Date, authorizing the beneficial owner to vote the shares
directly at the EGM. |
Beneficial owners who do not provide voting instructions
to their broker or nominee and do not obtain a legal proxy will not be entitled to vote their shares directly at the EGM.
| 4.2 | Quorum and Voting Requirements |
The quorum required for the EGM is one or more
Members holding, in aggregate, not less than one-half of the voting shares of the Company entitled to vote at the EGM, present in person
or by proxy.
If a quorum is not present, the EGM will be adjourned
in accordance with the Articles of Association of the Company.
All resolutions at the EGM will be decided on
a poll. Each shareholder is entitled to one vote for each share held of record as of the Record Date.
Proposal 1 – Voluntary Winding Up is proposed
as a special resolution and requires the affirmative vote of at least two-thirds of the votes cast by shareholders present in person or
by proxy.
Proposal 2 – Appointment of Joint Voluntary
Liquidators, Proposal 3 – The Adjournment Proposal and Proposal 4 Retention of Books and Records are proposed as ordinary resolutions
and each requires a simple majority of the votes cast by shareholders present in person or by proxy.
The Company urges each shareholder to cast its
vote at the EGM by completing, signing, dating and returning the form of proxy made available by the Company for use at the EGM in accordance
with the instructions below (the “Proxy”).
Each Proxy must be returned by email to compliance@moolecscience.com
and received by the Company no later than on October 16, 2026, at 11:59 p.m.(EDT) (the “Voting Deadline).
The Company has sent by email to each shareholder
as of the Record Date, the notice and a form of Proxy, together with a control number.
| 4.4 | Supporting documents and information |
All proxy materials, forms and all supporting
documents can be downloaded from the Company’s website https://ir.moolecscience.com/
Shareholders have the right to ask questions about
items on the agenda of the EGM during the EGM. The Company will on a best efforts basis provide responses to the questions at the EGM.
| By order of the Board of Directors of Moolec Science SA |
| |
|
| |
|
| Director |
|
| Date: October 6, 2026 |
|
Extraordinary General Meeting of
Moolec Science SA
(Company number: 421988)
c/o Ogier Global (Cayman) Limited, 89 Nexus
Way,
Camana Bay,
Grand Cayman, KY1-9009
Cayman Islands
(the “Company”)
to be held virtually on October 20, 2026, at 9:00 am Eastern Daylight
Time (EDT) 10:00 a.m. Cayman Islands time (EST) (the “Meeting”)
This is a shareholder proxy form for registered
holders of ordinary shares of par value US$1.50 each in the Company (the “shares”).
If your shares are held in “street name”
through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in
order for your shares to be voted. Internet and telephone voting also may be offered to shareholders owning shares through certain banks
and brokers. If your shares are not registered in your own name and you would like to vote directly at the Meeting, you must obtain a
“legal proxy” from the bank or broker that holds your shares. To vote your shares online at the Meeting, you should contact
your bank or broker to obtain your 16-digit control number or otherwise follow the instructions provided by your bank or broker.
This proxy will be automatically invalidated if
the undersigned was not the holder of record of the referenced shares in the Company on October 2, 2026, at close of the business
(EDT) (the ”Record Date”).
If you are a registered holder of shares in the
Company, please complete the proxy form provided to you.
In order to be taken into account, you must return
the completed proxy form by email to compliance@moolecscience.com no later than
October 16, 2026, at 11:59 p.m.( EDT) (the “Voting Deadline”).
A Shareholder may revoke this proxy at any time
by signed notice delivered to the Company. If more than one valid proxy is received in respect of the same shares, the proxy received
last by the Company shall prevail, irrespective of its date.
ANY PROXY FORM RECEIVED AFTER THE ABOVE VOTING
DEADLINE SHALL BE DISREGARDED.
The undersigned (the “Shareholder”),
| (i) | In case of a natural person: |
Full name: ____________________________________________________________:
Address: ____________________________________________________________
| (ii) | In case of a legal entity: |
Name: ____________________________________________________________
Corporate/Entity
type: ___________________________________________________
Registrar and registration number _________________________________________
Registered
office ___________________________________________________________________
being a holder of ____________ shares as of the
Record Date in the share capital of
Moolec Science SA
an
Exempted Company registered by way of continuation in the Cayman Islands with Limited Liability having its registered office at c/o
Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009,
Cayman Islands and registered with the Cayman Islands Registrar of Companies, under OC-421988 (the “Company”), hereby
authorises and empowers _______________________________, residing at _______________________________, or, if no person is
named, the Chairman of the Meeting acting individually, as the Shareholder’s true and lawful proxy, (the “Proxy”)
for the purpose of attending and voting on behalf of the Shareholder, and speaking with the permission of the chairman, as designated
below at the extraordinary general meeting of shareholders of the Company to be held virtually on October 20, 2026, at 9:00 am (EDT)/10:00
a.m. Cayman Islands time (EST) or any adjournment or postponement thereof with the following agenda:
AGENDA
| (a) | Proposal No. 1 – Voluntary Winding Up |
To approve, as a special resolution,
that the Company be voluntarily wound up in accordance with the Companies Act (As Revised) of the Cayman Islands and the Articles of Association
of the Company.
| (b) | Proposal No. 2 – Appointment of Joint Voluntary Liquidators |
To approve, as an ordinary resolution,
the appointment of Cassandra Ronaldson and Amiel Gottlieb, each of Interpath (Cayman) Limited, PO Box 776, 38 Market Street, Suite 4208,
Canella Court, Camana Bay, KY1-9006, as Joint Voluntary Liquidators of the Company, with authority to act jointly and severally to the
extent permitted by applicable law and the resolutions appointing them, and to authorize them to take all actions necessary or appropriate
in connection with the voluntary winding up of the Company.
To approve the remuneration of the
JVLs on the basis set out in the engagement letter between the Company and Interpath (Cayman) Limited dated October 6, 2026 together with
all properly incurred expenses and disbursements in connection with the liquidation.
| (c) | Proposal 3 – Retention of Books and Records |
To approve, as an ordinary resolution,
that the Joint Voluntary Liquidators be authorised to retain the Company’s books and records for a period of five years following
the date of dissolution of the Company and to destroy such books and records thereafter.
| (d) | Proposal 4 - The Adjournment Proposal |
To approve, as an ordinary resolution,
the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or appropriate, to permit the further solicitation
of proxies in the event that, at the time of the Extraordinary General Meeting, there are insufficient votes to approve, or otherwise
in connection with the approval of, any of the foregoing proposals (the “Adjournment Proposal”).
VOTING ON RESOLUTIONS
The board of directors of the Company recommends
a vote “for” all proposals.
Please indicate with an “X” in the
appropriate boxes how you wish to vote on the relevant resolutions.
THIS PROXY FORM, WHEN EXECUTED, WILL BE VOTED
IN THE MANNER DIRECTED HEREIN. IF YOU RETURN A SIGNED AND DATED PROXY FORM, BUT NO DIRECTION IS MADE, THIS PROXY FORM WILL BE VOTED “FOR”
ALL PROPOSALS.
The
Proxy is hereby instructed to vote on all resolutions on the agenda of the Meeting, or any adjournment or postponement thereof, as follows,
hereby revoking any proxy form previously given or issued.
| | |
| FOR | | |
| AGAINST | | |
| ABSTAIN | |
| IT
IS RESOLVED, AS A SPECIAL RESOLUTION THAT, the Company be voluntarily wound
up in accordance with the Companies Act (As Revised) of the Cayman Islands and the Articles of Association of the Company. | |
|
☐ | | |
|
☐ | | |
|
☐ | |
| | |
| | | |
| | | |
| | |
| IT IS RESOLVED, AS AN ORDINARY RESOLUTION THAT, the appointment of Cassandra
Ronaldson and Amiel Gottlieb, each of Interpath (Cayman) Limited, PO Box 776, 38 Market Street, Suite 4208, Canella
Court, Camana Bay, KY1-9006, as Joint Voluntary Liquidators of the Company, be approved in addition to the Joint Voluntary
Liquidators remuneration being approved. | |
|
☐ | | |
|
☐ | | |
|
☐ | |
| | |
| | | |
| | | |
| | |
| IT IS RESOLVED, AS AN ORDINARY RESOLUTION THAT, the Joint Voluntary Liquidators be authorised to retain the Company’s books and records for a period of five years following the date of dissolution, after which they may be destroyed. | |
| ☐ | | |
| ☐ | | |
| ☐ | |
| | |
| | | |
| | | |
| | |
| IT IS RESOLVED, AS AN ORDINARY RESOLUTION THAT, the chairman of the Extraordinary General Meeting be authorised to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or appropriate, to permit the further solicitation of proxies in the event that, at the time of the Extraordinary General Meeting, there are insufficient votes to approve, or otherwise in connection with the approval of, any of the foregoing proposals, provided that, where the meeting is adjourned for more than seven Clear Days, Members shall be given at least seven Clear Days’ notice of the adjourned meeting in accordance with the Articles. | |
|
☐ | | |
|
☐ | | |
|
☐ | |
The Proxy is hereby instructed to vote on all
resolutions on the agenda of the Meeting, or any adjournment or postponement thereof, as follows, hereby revoking any proxy form previously
given or issued.
The Proxy may represent the Shareholder at the
Meeting and any adjournment thereof, vote in the name and on behalf of the Shareholder on the resolution submitted to the Meeting as designated
above, sign any documents and do such other acts may be necessary or appropriate to give effect to this proxy.
This proxy will remain valid in case said general
meeting of shareholders of the Company is adjourned or otherwise postponed (including following an absence of quorum).
For the purpose of the foregoing, the Proxy may,
in the name and on behalf of the Shareholder, sign and execute all documents, minutes, elect domicile and do and perform such other acts
or things as may be required for the carrying out of this proxy, promising ratification.
[Signature page follows]
SIGNATURE PAGE
Executed in ______________________, on ____ ___________________
2026.
IF THE SHAREHOLDER IS AN INDIVIDUAL
Signature: ______________________________________
Name: __________________________________________
IF THE SHAREHOLDER IS A COMPANY
Executed for and on behalf of:
Company name: ___________________________________
By: _____________________________________________
Name: __________________________________________
Title/Capacity: ___________________________________
Signature: _______________________________________
[Corporate Seal, if applicable]
IF THE SHARES ARE HELD JOINTLY
Signature of Joint Holder: __________________________
Name: __________________________________________
Only one joint holder may vote in respect of jointly held shares.
