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United States securities and exchange commission logo





                             March 21, 2023

       Gast  n Paladini
       Chief Executive Officer
       Moolec Science SA
       17, Boulevard F.W. Raiffeisen
       L-2411 Luxembourg
       Grand Duchy of Luxembourg

                                                        Re: Moolec Science SA
                                                            Amendment No. 1 to
Registration Statement on Form F-1
                                                            Filed on March 17,
2023
                                                            File No. 333-269439

       Dear Gast  n Paladini:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 8, 2023 letter.

       Amendment No. 1 to Form F-1 filed March 17, 2023

       General

   1.                                                   We note your response
to prior comment one. Please revise the statement, "The Selling
                                                        Securityholders
acquired the Ordinary Shares covered by this prospectus at prices ranging
                                                        from $0.16 per share to
$7.63 per share," to reflect that the sponsor and other selling
                                                        securityholders
acquired shares at no cost, according to footnotes on page 96.
                                                        Additionally disclose
the price which the selling securityholders paid for the warrants
                                                        overlying shares being
registered for resale. Specifically cross-reference the risk factor
                                                        entitled "Sales of a
substantial number of our securities . . . ," or alternatively include
                                                        disclosure regarding
potential profit in the Selling Securityholders section.
 Gast  n Paladini
Moolec Science SA
March 21, 2023
Page 2
2.       We note disclosure on page 12 that the sponsor will transfer 37,000
shares to you in
         respect of legal fees related to the EarlyBird dispute and place the
remaining 154,000
         contingency shares into the escrow account to be held during the
escrow period. Please
         revise to clearly state when the shares will be transferred to you and
when the escrow
         period will end. Additionally clarify the treatment of these shares in
the context of the
         offering, with conforming changes throughout the registration
statement as appropriate.
3.       We note disclosure that appears to indicate the selling
securityholders may resell warrants
         or private warrants pursuant to this registration statement (for
example, on the prospectus
         cover and pages 40 and 82) and further note that the warrants are
included on the
         registration fee table filed as Exhibit 107. If the prospectus will be
used to offer warrants,
         please revise the prospectus cover to clearly identify and quantify
these as
         offered securities, and revise disclosure describing the offering
throughout the registration
         statement as appropriate.
Risk Factors
Sales of a substantial number of our securities in the public market by the
Selling
Securityholders . . . . , page 40

4.       Please revise to disclose the additional potential profit that (i)
your sponsor may realize
         upon selling the 4,210,000 shares underlying private warrants and (ii)
EarlyBird or its
         related parties may realize upon selling the 64,079 shares acquired at
$5.462 per share,
         according to footnote 13 on page 96.
Selling Securityholders, page 95

5.       We note that the table indicates the sponsor is offering 1,950,369
shares, while footnote
         10 indicates the sponsor initially acquired 2,875,000 shares. Please
revise your disclosure
         to reconcile these numbers of shares with each other and with the
2,014,448 shares the
         sponsor is disclosed to be selling on page 41. Additionally revise
your disclosure to
         clearly address the treatment of the contingency shares and the shares
underlying private
         warrants.
      You may contact Bradley Ecker at (202) 551-4985 or Jennifer Angelini at
(202) 551-
3047 with any questions.



FirstName LastNameGast  n Paladini                               Sincerely,
Comapany NameMoolec Science SA
                                                                Division of
Corporation Finance
March 21, 2023 Page 2                                           Office of
Manufacturing
FirstName LastName
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