Amendment: SEC Form SC 13G/A filed by Femto Technologies Inc.
$BCAN
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Femto Technologies Inc.
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
31447N204
(CUSIP Number)
September 30, 2024
(Date of Event which Requires Filing of this
Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect
to the
subject class of securities, and for any subsequent amendment
containing information which would alter the
disclosures
provided in a prior cover page.
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).
CUSIP
No.
31447N204
13G
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1.
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Name of
Reporting Persons:
Eduardo
S. Elsztain
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2.
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Check
the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
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3.
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SEC Use
Only
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4.
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Citizenship
or Place of Organization:
Argentina
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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Sole
Voting Power:
0
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6.
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Shared
Voting Power:
622
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7.
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Sole
Dispositive Power:
0
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8.
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Shared
Dispositive Power:
622
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
622
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10.
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
☐
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11.
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Percent
of Class Represented by Amount in Row (9):
0.1%
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12.
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Type of
Reporting Person (See Instructions):
IN
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CUSIP
No.
31447N204
13G
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1.
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Name of
Reporting Persons:
Agroinvestment
S.A.
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2.
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Check
the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
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3.
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SEC Use
Only
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4.
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Citizenship
or Place of Organization:
Republic
of Uruguay
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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Sole
Voting Power:
0
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6.
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Shared
Voting Power:
622
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7.
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Sole
Dispositive Power:
0
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8.
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Shared
Dispositive Power:
622
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
622
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10.
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
☐
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11.
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Percent
of Class Represented by Amount in Row (9):
0.1%
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12.
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Type of
Reporting Person (See Instructions):
CO
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CUSIP
No.
31447N204
13G
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Item 1. (a). Name
of Issuer
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Femto
Technologies Inc., formerly known as BYND Cannasoft Enterprises
Inc. (the “Issuer”)
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(b).
Address of Issuer’s Principal Executive
Offices:
7000
Akko Road Kiryat Motzkin, Israel
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Item 2(a). Name of Person Filing
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Item 2(b). Address
of Principal Business Office
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Item 2(c). Citizenship
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(a)-(c) This
statement is being filed by Eduardo S. Elsztain
(“Elsztain”) a citizen of the Republic of Argentina who
serves as Chairman of the board of directors and holds 100% of the
outstanding equity capital of Agroinvestment S.A., a stock
corporation organized under the laws of the Republic of Uruguay
(“Agroinvestment”); Elsztain’s principal offices
are located at Bolívar 108, 1st floor, (C1066AAD), Ciudad
Autónoma de Buenos Aires, Argentina; Agroinvestment’s
principal offices are located at Zabala 1422, Floor 2, 11000,
Montevideo, Republic of Uruguay.
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Item 2(d). Title of Class of Securities:
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Common
Shares, without par value (the “Common
Shares”).
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Item 2(e). CUSIP Number:
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31447N204.
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Item 3. If this
statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
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Not
applicable.
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Item 4. Ownership
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(a)
Amount beneficially owned:
Calculations of the
percentage of Common Shares beneficially owned are based on 650,070
Common Shares outstanding as of August 26, 2024, as disclosed by
the Issuer in the Current Report on Form 6-K filed with the
Securities and Exchange Commission on August 26, 2024. Each of the
Reporting Persons may be deemed to be the beneficial owner of the
Common Shares listed on such Reporting Person's cover
page.
As of
September 30, 2024, Agroinvestment directly holds 622 Common
Shares. Elsztain, as the sole shareholder of Agroinvestment may be
deemed to beneficially own the Common Shares directly held by
Agroinvestment.
(b)
Percent of class:
As of
September 30, 2024, each of the Reporting Persons may be deemed to
be the beneficial owner of the percentage of Common Shares listed
on such Reporting Person’s cover page.
(c)
Number of Shares as to which the Reporting Person has:
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(i)
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Sole
power to vote or to direct the vote:
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See
each cover page hereof.
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(ii)
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Shared
power to vote or to direct the vote:
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See
each cover page hereof.
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(iii)
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Sole
power to dispose or to direct the disposition of:
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See
each cover page hereof.
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(iv)
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Shared
power to dispose or to direct the disposition of:
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See
each cover page hereof.
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Item 5. Ownership of Five Percent or Less of a
Class
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If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following: ☒
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Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
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Not
applicable.
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Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company.
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Not
applicable.
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Item 8. Identification and Classification of Members of the
Group
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Not
applicable.
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Item 9. Notice of Dissolution of Group.
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Not
Applicable.
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Item 10. Certification
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Not
applicable.
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.
Dated:
October 31st, 2024
Eduardo
S. Elsztain
By: /s/
Eduardo S. Elsztain
Name:
Eduardo S. Elsztain
Agroinvestment
S.A.
By: /s/ Eduardo S.
Elsztain
Name:
Eduardo S. Elsztain
Title:
Chairman of the Board