Amendment: SEC Form SCHEDULE 13D/A filed by Bioceres Crop Solutions Corp.
$BIOX
Agricultural Chemicals
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
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Bioceres Crop Solutions Corp. (Name of Issuer) |
Ordinary Shares, $0.0001 par value (Title of Class of Securities) |
G1117K114 (CUSIP Number) |
Gloria Montaron Estrada Bioceres Group Limited, Highdown House, Yeoman Way, Worthing, West Sussex, X0, BN99 3HH 54 0341 4861100 Matthew S. Poulter 1290 Avenue of the Americas, New York, NY, 10104 12129039000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/06/2025 (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. | G1117K114 |
| 1 |
Name of reporting person
Bioceres Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 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
UNITED KINGDOM
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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
25,115,102.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Bioceres Group Limited may be deemed to be the ultimate beneficial owner of Shares held by Bioceres LLC and THEO I SCSp as Bioceres LLC is an indirect wholly-owned subsidiary of Bioceres Group Limited, and Bioceres Group Limited owns 96.2 percent of the outstanding equity securities of THEO I SCSp.
Row 8 includes 3,076,079 shares that Bioceres LLC has shareholder rights over pursuant to the Shareholders Agreement, dated as of March 5, 2019, by and between Bioceres LLC, Pedro Enrique Mac Mullen, Maria Marta Mac Mullen and International Property Services Corp. See Exhibit 10.1.
SCHEDULE 13D
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| CUSIP No. | G1117K114 |
| 1 |
Name of reporting person
Bioceres LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,544,317.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Bioceres LLC is an indirect wholly-owned subsidiary of Bioceres Group Limited. As a result, Bioceres Group Limited may be deemed to be the ultimate beneficial owner of Shares held by Bioceres LLC
Row 8 includes 3,076,079 shares that Bioceres LLC has shareholder rights over pursuant to the Shareholders Agreement, dated as of March 5, 2019, by and between Bioceres LLC, Pedro Enrique Mac Mullen, Maria Marta Mac Mullen and International Property Services Corp. See Exhibit 10.1.
SCHEDULE 13D
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| CUSIP No. | G1117K114 |
| 1 |
Name of reporting person
THEO I SCSp | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Bioceres Group Limited owns 96.2 percent of the outstanding equity securities of THEO I SCSp. As a result, Bioceres Group Limited may be deemed to be the ultimate beneficial owner of Shares held by THEO I SCSp.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, $0.0001 par value | |
| (b) | Name of Issuer:
Bioceres Crop Solutions Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
Ocampo 210 bis, Predio CCT, Rosario, Province of Santa Fe,
ARGENTINA
, 2000. | |
Item 1 Comment:
EXPLANATORY NOTE - This Amendment No. 13 (the "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 14, 2019, (as amended by Amendment No. 1 filed with the SEC on July 2, 2020, Amendment No. 2 filed with the SEC on August 28, 2020, Amendment No. 3 filed with the SEC on November 25, 2020, Amendment No. 4 filed with the SEC on August 6, 2021, Amendment No. 5 filed with the SEC on October 15, 2021, Amendment No. 6 filed with the SEC on April 5, 2022, Amendment No. 7 filed with the SEC on July 25, 2022, Amendment No. 8 filed with the SEC on November 15, 2022, Amendment No. 9 filed with the SEC on March 25, 2024, Amendment No. 10 filed with the SEC on September 20, 2024, Amendment No. 11 filed with the SEC on January 6, 2025 and Amendment No. 12 filed with the SEC on March 28, 2025 (the "Schedule 13D"), by Bioceres Group Limited, Bioceres LLC and Theo I SCSp (each a "Reporting Person", and herein collectively referred as the "Reporting Persons"). | ||
| Item 2. | Identity and Background | |
| (a) | Bioceres Group Limited, which is the holder of record of 70,785 Shares (corresponding to approximately 0.1% of the Issuer's outstanding capital stock) and through its subsidiaries Bioceres LLC and Theo I SCSp, holds an additional 21,968,238 Shares (corresponding to approximately 35.0% of the Issuer's outstanding capital stock);
Bioceres LLC, which is the holder of record of 18,468,238 Shares (corresponding to approximately 29.4% of the Issuer's outstanding capital stock); and
THEO I SCSp, which is the holder of record of 3,500,000 Shares (corresponding to approximately 5.6% of the Issuer's outstanding capital stock).
Bioceres Group Limited is Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 3HH; | |
| (b) | Bioceres LLC is 1209 Orange Street, Wilmington 19801-1120, County of New Castle; and
THEO I SCSp is 30 boulevard Royal, L-2449 Luxembourg. | |
| (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 misdemeanors). | |
| (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 laws. | |
| (f) | Bioceres Group Limited is a company organized under the laws of England and Wales;
Bioceres LLC is limited liability company formed under the laws of Delaware; and
THEO I SCSp is a special limited partnership (societe en commandite speciale) incorporated in the Grand Duchy of Luxembourg. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
This Amendment is being filed to report a decrease in the Shares beneficially owned by the Reporting Persons, as a result of the settlement of certain financial obligations of the Reporting Persons through payment-in-kind made in Shares relating to a private transaction (the "Transaction"). As a result of the foregoing, the Shares owned by the Reporting Persons decreased from 24,611,039 to 22,039,023.
The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D.
The aggregate percentages of Shares beneficially owned by the Reporting Persons, and reported in this Amendment, is calculated based on 62,848,483 Shares outstanding, as reported by the Issuer in its annual report on Form 20-F filed with the SEC on October 30, 2024 (File No. 001-38836) (the "Issuer 20-F"). | ||
| Item 4. | Purpose of Transaction | |
The purpose of the Transaction was to fund the payment of financial obligations which were due.
As a result of the Transaction, 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 24,611,039 Shares to 22,039,023 Shares. In addition, 3,076,079 Shares which the Reporting Persons have the shared power to vote or to direct the vote of are subject to the shareholders' agreement described under Item 6 of the Schedule 13D. As a result of the foregoing, in the aggregate, the Reporting Persons beneficially own 25,115,102 Shares (corresponding to approximately 40.0% 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. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Bioceres Group Limited: Amount beneficially owned: 25,115,102 - Percentage: 40.0%
Bioceres LLC: Amount beneficially owned: 18,468,238 - Percentage: 29.4%
THEO I SCSp: Amount beneficially owned: 3,500,000 - Percentage: 5.6% | |
| (b) | Bioceres Group Limited:
Sole power to vote or to direct the vote: 70,785
Shared power to vote or to direct the vote: 25,044,317
Sole power to dispose or to direct the disposition of: 70,785
Shared power to dispose or to direct the disposition of: 21,040,254
Bioceres LLC:
Sole power to vote or to direct the vote: --
Shared power to vote or to direct the vote: 21,544,317
Sole power to dispose or to direct the disposition of: --
Shared power to dispose or to direct the disposition of: 18,468,238
THEO I SCSp
Sole power to vote or to direct the vote: --
Shared power to vote or to direct the vote: 3,500,000
Sole power to dispose or to direct the disposition of: --
Shared power to dispose or to direct the disposition of: 3,500,000 | |
| (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. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Not applicable. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 10.1* Shareholders Agreement, dated as of March 5, 2019, by and among Bioceres LLC, Pedro Enrique Mac Mullen, Maria Marta Mac Mullen and International Property Services Corp.
Exhibit 99.1* Joint Filing Agreement dated March 25, 2024, 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.
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