Bioceres Group PLC Files 13D/A Amendment

TL;DR

Bioceres Group PLC filed an update on their stake in Bioceres Crop Solutions Corp. - check ownership changes.

AI Summary

Bioceres Group PLC, through Bioceres LLC, filed an amendment (No. 9) to its Schedule 13D on March 25, 2024, regarding Bioceres Crop Solutions Corp. The filing indicates a change in the date as of which information is reported to March 25, 2024. The filing pertains to ordinary shares of Bioceres Crop Solutions Corp.

Why It Matters

This amendment updates the ownership and control information for Bioceres Crop Solutions Corp., which is crucial for investors to understand the major stakeholders and potential influences on the company's strategic direction.

Risk Assessment

Risk Level: low — This is a routine amendment to a Schedule 13D filing, primarily updating information rather than indicating a significant new event.

Key Numbers

• 9 — Amendment Number (Indicates this is the ninth amendment to the original filing.)

Key Players & Entities

• Bioceres Group PLC (company) — Filing entity
• Bioceres LLC (company) — Group member
• Bioceres Crop Solutions Corp. (company) — Subject company
• Gloria Montaron Estrada (person) — Person authorized to receive notices
• Matthew S. Poulter (person) — Copy to recipient

FAQ

Key Financial Figures

• $0.0001 — p. (Name of Issuer) Ordinary Shares, $0.0001 par value (Title of Class of Securitie

Filing Documents

• tm249645d1_sc13da.htm (SC 13D/A) — 84KB
• tm249645d1_ex99-1.htm (EX-99.1) — 6KB
• 0001104659-24-038196.txt ( ) — 92KB

Identity

Item 2. Identity and Background

of the Schedule

Item 2 of the Schedule 13D is hereby further amended and replaced as follows: (a) This statement is filed by: i) Bioceres Group PLC, which is the holder of record of 1,927,391 Shares (corresponding to approximately 3.1% of the Issuer’s outstanding capital stock) and through its subsidiaries Bioceres LLC and Theo I SCSp, holds an additional 28,903,241 Shares (corresponding to approximately 46.0% of the Issuer’s outstanding capital stock); ii) Bioceres LLC, which is the holder of record of 23,903,241 Shares (corresponding to approximately 38.1% of the Issuer’s outstanding capital stock); and iii) THEO I SCSp, which is the holder of record of 5,000,000 Shares (corresponding to approximately 8.0% of the Issuer’s outstanding capital stock). All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. (b) The address of the principal business and principal offices of: i) Bioceres Group PLC is Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 3HH; ii) Bioceres LLC is 1209 Orange Street, Wilmington 19801-1120, County of New Castle; and iii) THEO I SCSp is 30 boulevard Royal, L-2449 Luxembourg. CUSIP No. G1117K 114 (c) Not applicable. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours). (e) None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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 law

Source

Item 3. Source and Amount of Funds or Other Consideration. Please refer to the “Explanatory Note” of this Amendment.

Purpose

Item 4. Purpose of the Transaction The purpose of the Transactions was to fund administrative expenses. As a result of the Transactions, the Shares owned by the Reporting Persons, which are not subject to the shareholders’ agreement described under Item 6 of the Schedule 13D, decreased from 28,363,766 Shares to 27,663,487 Shares. In addition, the number of Shares which the Reporting Persons have the shared power to vote or to direct the vote of, pursuant to the shareholders’ agreement described under Item 6 of the Schedule 13D, decreased from 3,196,917 Shares to 3,167,145 Shares due to the Transactions. As a result of the foregoing, in the aggregate, the Reporting Persons beneficially own 30,830,632 Shares (corresponding to approximately 49.1% of the Issuer’s outstanding capital stock). Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in Item 4 of Schedule 13D.

Interest

Item 5. Interest in Securities of the Issuer

of the

Item 5 of the Schedule 13D is hereby amended and replaced as follows: (a)-(b) The aggregate percentages of Shares beneficially owned by the Reporting Persons, and reported in this Amendment, are calculated based on 62,796,774 Shares outstanding, as reported on the Issuer 20-F, as follows: Bioceres Group PLC a) Amount beneficially owned: 30,830,632 Percentage: 49.1% b) Number of shares to which the Reporting Person has: Sole power to vote or to direct the vote: 1,927,391 Shared power to vote or to direct the vote: 28,903,241 Sole power to dispose or to direct the disposition of: 1,927,391 Shared power to dispose or to direct the disposition of: 25,736,096 CUSIP No. G1117K 114 Bioceres LLC a) Amount beneficially owned: 23,903,241 Percentage: 38.1% b) Number of shares to which the Reporting Person has: Sole power to vote or to direct the vote: — Shared power to vote or to direct the vote: 23,903,241 Sole power to dispose or to direct the disposition of: — Shared power to dispose or to direct the disposition of: 20,736,096 THEO I SCSp a) Amount beneficially owned: 5,000,000 Percentage: 8.0% b) Number of shares to which the Reporting Person has: Sole power to vote or to direct the vote: — Shared power to vote or to direct the vote: 5,000,000 Sole power to dispose or to direct the disposition of: — Shared power to dispose or to direct the disposition of: 5,000,000 (c) None of the Reporting Persons has effected any transactions of the Issuer’s Shares during the 60 days preceding the date of this report, except as described in Item 4 of this Schedule 13D/A which information is incorporated herein by reference. (d) Not applicable. (e) Not applicable.

Material

Item 7. Material to be Filed as Exhibits Exhibit 10.1* Shareholders Agreement, dated as of March 5, 2019, by and between Bioceres LLC, Pedro Enrique Mac Mullen, María Marta Mac Mullen and International Property Services Corp. Exhibit 99.1 Joint Filing Agreement, by and among the Reporting Persons * Previously filed. 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. BIOCERES GROUP PLC By /s/ Gloria Montaron Estrada Name: Gloria Montaron Estrada Title: Attorney-in-Fact Date: March 25, 2024 BIOCERES LLC By /s/ Gloria Montaron Estrada Name: Gloria Montaron Estrada Title: Manager Date: March 25, 2024 THEO I SCSp By /s/ Gloria Montaron Estrada Name: Gloria Montaron Estrada Title: Attorney-in-Fact Date: March 25, 2024

View Full Filing

View this SC 13D/A filing on SEC EDGAR