Major Moolec Science (MLEC) investor converts prefs, takes 65.1% stake

Rhea-AI Filing Summary

Agriculture Investment Group Corp. became the controlling shareholder of Moolec Science SA by converting preference shares into ordinary shares. It now beneficially owns 1,354,186 ordinary shares, representing 65.1% of Moolec’s outstanding ordinary shares. Total ordinary shares outstanding were 2,080,304 as of January 5, 2026.

The conversion followed a $5,473,425 aggregate amount of preference shares being exchanged for ordinary shares under a Subscription Agreement originally dated December 9, 2024 and later amended. Agriculture Investment Group now has sole voting and dispositive power over its entire Moolec stake.

Insights

Equity ownership and governance analyst

Agriculture Investment Group now controls about two-thirds of Moolec.

Agriculture Investment Group Corp. (AIGC) converted an aggregate $5,473,425 in preference shares into 1,354,186 ordinary shares of Moolec Science SA. This gives AIGC 65.1% beneficial ownership, based on 2,080,304 ordinary shares outstanding as of January 5, 2026.

As a result, AIGC has sole voting and dispositive power over its entire position, effectively making it the controlling shareholder. This concentration of control can shape strategic decisions and governance, while minority shareholders’ influence depends on board structure and any shareholder agreements referenced in the Subscription Agreement.

The filing also notes no current plans for major actions like mergers, asset sales, or recapitalizations beyond what is described, though AIGC may change its intentions over time. Future company communications and filings would clarify how this control position is exercised in practice.

Key Figures

Ordinary shares owned: 1,354,186 shares Ownership percentage: 65.1% Total shares outstanding: 2,080,304 shares +3 more

6 metrics

Ordinary shares owned 1,354,186 shares Beneficially owned by Agriculture Investment Group Corp.

Ownership percentage 65.1% Portion of Moolec ordinary shares beneficially owned

Total shares outstanding 2,080,304 shares Ordinary shares outstanding as of January 5, 2026

Preference shares converted $5,473,425 Aggregate amount of preference shares converted into ordinary shares

Pre-conversion ordinary shares 726,118 shares Ordinary shares outstanding before issuance to AIGC

Sole voting power 1,354,186 shares Shares with sole voting power held by AIGC

Key Terms

beneficially owned, Subscription Agreement, preference shares, controlling shareholder, +1 more

5 terms

beneficially owned financial

"The aggregate percentages of ordinary shares beneficially owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Subscription Agreement financial

"pursuant to the terms of that certain Subscription Agreement dated December 9, 2024"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

preference shares financial

"amount of Preference Shares that were converted into ordinary shares of the issuer"

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.

controlling shareholder financial

"the Reporting Person 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.

business combination financial

"following completion of the business combination through which Bioceres Group Limited became a subsidiary"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Moolec Science SA

(Name of Issuer)

Ordinary Shares, with a nominal value of US$0.10 per share

(Title of Class of Securities)

L64875104

(CUSIP Number)

Ignacio Rubio
c/o Agriculture Investment Group Corp.,, Craigmuir Chambers, Road Town
Tortola, D8, VG1110
598-2706-8323

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): L64875104

1

Name of reporting person

Agriculture Investment Group Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,354,186.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,354,186.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,354,186.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

65.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Explanatory Note This Amendment No. 1 (this "Amendment") to the original Schedule 13D filed with the Securities and Exchange Commission on April 7, 2026 (the "Original Schedule 13D") is being filed solely to correct a typographical error in the Original Schedule 13D regarding the amount of Preference Shares that were converted into ordinary shares of the issuer. The percentage set forth in Row 13 is calculated based on 2,080,304 ordinary shares outstanding, which consists of (i) 726,118 ordinary shares outstanding as of January 5, 2026, as reported in the Issuer's current report on Form 6-K filed with the United States Securities and Exchange Commission on December 31, 2025, and (ii) 1,354,186 ordinary shares issued to Agriculture Investment Group Corp. ("AIGC") as a result of AIGC's conversion of an aggregate amount of $5,473,425 of Preference Shares into 1,354,186 ordinary shares of the Issuer pursuant to the terms of that certain Subscription Agreement dated December 9, 2024 between AIGC and the Issuer, as amended.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, with a nominal value of US$0.10 per share
(b)	Name of Issuer: Moolec Science SA
(c)	Address of Issuer's Principal Executive Offices: 89 NEXUS WAY, CAMANA BAY, GRAND CAYMAN, CAYMAN ISLANDS , KY1-9009.
Item 2.	Identity and Background
(a)	This Amendment is filed by Agriculture Investment Group Corp. ("AIGC" or the "Reporting Person").
(b)	The principal business address of the Reporting Person is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands, VG1110.
(c)	AIGC is an agricultural company primarily dedicated to leasing land for livestock, rice, dryland farming, and forestry, as well as to its own agricultural production.
(d)	During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	AIGC is a company incorporated under the laws of the British Virgin Islands.
Item 3.	Source and Amount of Funds or Other Consideration
	On April 1, 2026, the Reporting Person became the controlling shareholder of Moolec Science SA (the "Issuer"), holding 65.1% of the Issuer'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 Issuer. The aggregate percentages of ordinary shares beneficially owned by the Reporting Person, and reported in this Amendment, is calculated based on 2,080,304 Shares outstanding as of January 5, 2026, as reported by the Issuer in its current report on Form 6-K filed with the United States Securities and Exchange Commission on December 31, 2025.
Item 4.	Purpose of Transaction
	Except as described in Item 4 to this Amendment, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Person, at any time and from time to time, may review, reconsider and change its position and/or change its purpose and/or develop such plans. Although the foregoing reflects plans and proposals presently contemplated by the Reporting Person with respect to the Issuer, the foregoing is subject to change at any time and is dependent upon contingencies and assumed and speculative conditions, and there can be no assurance that any of the actions set forth above will be taken.
Item 5.	Interest in Securities of the Issuer
(a)	See responses above to Items 11 and 13 for each of AIGC.
(b)	See responses above to Items 7, 8, 9, and 10 for each of AIGC
(c)	Except as disclosed in this Amendment, no transactions in the ordinary shares or securities convertible into, exercisable for, or exchangeable for ordinary shares were effected during the past sixty days by the Reporting Person.
(d)	Except as otherwise described in this Item 5, no one other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the ordinary shares beneficially owned by the Reporting Person as described in this Item 5.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	To the best of the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person or between the Reporting Person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	N/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Agriculture Investment Group Corp.

Signature:	/s/ Ignacio Rubio
Name/Title:	Ignacio Rubio/CEO
Date:	04/08/2026

FAQ

How much of Moolec Science (MLEC) does Agriculture Investment Group now own?

Agriculture Investment Group Corp. now beneficially owns 1,354,186 ordinary shares of Moolec Science SA, representing 65.1% of the company’s outstanding ordinary shares, based on a total of 2,080,304 ordinary shares outstanding as of January 5, 2026.

How did Agriculture Investment Group reach a 65.1% stake in Moolec Science (MLEC)?

Agriculture Investment Group reached a 65.1% stake in Moolec Science by converting preference shares into 1,354,186 ordinary shares. The converted preference shares had an aggregate amount of $5,473,425 and were exchanged pursuant to a Subscription Agreement dated December 9, 2024, as amended.

What is the total number of Moolec Science (MLEC) ordinary shares outstanding?

The filing states that 2,080,304 ordinary shares of Moolec Science SA were outstanding as of January 5, 2026. This total includes 726,118 ordinary shares previously outstanding plus 1,354,186 new ordinary shares issued to Agriculture Investment Group upon conversion of preference shares.

Does Agriculture Investment Group have sole voting control over its Moolec (MLEC) shares?

Yes. Agriculture Investment Group Corp. reports 1,354,186 ordinary shares with sole voting power and sole dispositive power. The filing shows no shared voting or shared dispositive power, indicating that AIGC alone directs votes and potential sales for its entire Moolec position.

What agreement governs the share conversion for Moolec Science (MLEC)?

The conversion of Moolec preference shares into ordinary shares was carried out under a Subscription Agreement dated December 9, 2024, as amended and restated on June 16, 2025. This agreement covered the preference share investment and its eventual partial conversion into ordinary shares.

Does the major Moolec (MLEC) shareholder disclose plans for further corporate actions?

The reporting shareholder states it currently has no specific plans for actions like mergers, major asset sales, or recapitalizations beyond what is described. However, it may review and change its position over time, so future intentions could evolve depending on circumstances and company developments.