Bioceres Group PLC Amends 13D Filing

TL;DR

Bioceres Group PLC filed an amendment to its 13D filing for Bioceres Crop Solutions Corp. on 9/20/24.

AI Summary

Bioceres Group PLC, through Bioceres LLC, has filed an amendment (No. 10) to its Schedule 13D concerning Bioceres Crop Solutions Corp. The filing, dated September 20, 2024, indicates a change in the reporting person's holdings. Bioceres Group PLC is located in Worthing, West Sussex, UK, and Bioceres Crop Solutions Corp. is incorporated in E9 with its principal executive offices in Grand Cayman.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of Bioceres Crop Solutions Corp., which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, can indicate significant changes in beneficial ownership, which may lead to increased stock volatility.

Key Numbers

• 0001104659-24-101793 — Accession Number (Unique identifier for the SEC filing)
• 20240920 — Filing Date (Date the amendment was filed with the SEC)

Key Players & Entities

• Bioceres Group PLC (company) — Reporting Person
• Bioceres LLC (company) — Group Member
• Bioceres Crop Solutions Corp. (company) — Issuer
• Gloria Montaron Estrada (person) — Authorized Person
• Matthew S. Poulter (person) — Copy To

FAQ

Key Financial Figures

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

Filing Documents

• tm2424494d1_sc13da.htm (SC 13D/A) — 84KB
• 0001104659-24-101793.txt ( ) — 86KB

Identity and Background

Item 2. Identity and Background

of the Schedule 13D

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 6,924,868 Shares (corresponding to approximately 11.0% of the Issuer’s outstanding capital stock) and through its subsidiaries Bioceres LLC and Theo I SCSp, holds an additional 19,558,840 Shares (corresponding to approximately 31.2% of the Issuer’s outstanding capital stock); ii) Bioceres LLC, which is the holder of record of 15,511,942 Shares (corresponding to approximately 24.7% of the Issuer’s outstanding capital stock); and iii) THEO I SCSp, which is the holder of record of 4,076,898 Shares (corresponding to approximately 6.5% 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 and Amount of Funds or Other Consideration

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

Purpose of the Transaction

Item 4. Purpose of the Transaction The purpose of the Transactions was to fund the payment of financial obligtions which were due. 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 27,663,487 Shares to 26,513,708 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 3,167,145 Shares to 3,076,079 Shares due to the Transactions. As a result of the foregoing, in the aggregate, the Reporting Persons beneficially own 29,589,787 Shares (corresponding to approximately 47.1% 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 in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Schedule

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: 29,589,787 Percentage: 47.1% b) Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 6,924,868 ii. Shared power to vote or to direct the vote: 22,664,919 iii. Sole power to dispose or to direct the disposition of: 6,924,868 iv. Shared power to dispose or to direct the disposition of: 19,588,840 CUSIP No. G1117K 114 Bioceres LLC a) Amount beneficially owned: 18,588,021 Percentage: 29.6% b) Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: — ii. Shared power to vote or to direct the vote: 18,588,021 iii. Sole power to dispose or to direct the disposition of: — iv. Shared power to dispose or to direct the disposition of: 15,511,942 THEO I SCSp a) v. Amount beneficially owned: 4,076,898 Percentage: 6.5% b) vi. Number of shares to which the Reporting Person has: vii. Sole power to vote or to direct the vote: — viii. Shared power to vote or to direct the vote: 4,076,898 ix. Sole power to dispose or to direct the disposition of: — x. Shared power to dispose or to direct the disposition of: 4,076,898 (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 to be Filed as Exhibits

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. * 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: September 20, 2024 BIOCERES LLC By /s/ Gloria Montaron Estrada Name: Gloria Montaron Estrada Title: Manager Date: September 20, 2024 THEO I SCSp By /s/ Gloria Montaron Estrada Name: Gloria Montaron Estrada Title: Attorney-in-Fact Date: September 20, 2024

View Full Filing

View this SC 13D/A filing on SEC EDGAR