Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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).
SCHEDULE 13D
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| CUSIP No. | 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)
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| 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)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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:
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 $9,000,000 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
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| 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 Schedule 13D (this "Schedule 13D") 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 Schedule 13D, 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 Schedule 13D, 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 Schedule 13D, 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.
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