SEC Form SC 13G filed by BYND Cannasoft Enterprises Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
BYND CANNASOFT ENTERPRISES INC.
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
05608P109
(CUSIP Number)
December 31, 2022
(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.
05608P109
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:
2,803,846
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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:
2,803,846
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,803,846
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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):
7.00%
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12.
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Type of
Reporting Person (See Instructions):
IN
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CUSIP
No. 05608P109
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:
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:
2,803,846
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6.
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Shared
Voting Power:
2,803,846
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7.
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Sole
Dispositive Power:
2,803,846
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8.
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Shared
Dispositive Power:
2,803,846
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,803,846
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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):
7.00%
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12.
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Type of
Reporting Person (See Instructions):
CO
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CUSIP No.
05608P109
13G
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Item 1. (a).
Name of Issuer
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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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05608P109.
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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 assume 39,643,681
Common Shares outstanding on a fully diluted basis as of July 19,
2023, based on the latest information provided by the Issuer. 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
the date hereof, Elsztain does not directly own any equity in BYND
Cannasoft Enterprises Inc. Elsztain holds 100% of the outstanding
equity capital of Agroinvestment.
As of
the date hereof, Agroinvestment S.A. directly holds 2,403,846
Common Shares and Warrants exercisable for 400,000 Common Shares,
representing approximately 7.00% of BYND Cannasoft Enterprises
Inc.’s outstanding Common Shares calculated pursuant to Rule
13d-3 of the Securities Exchange Act of 1934, as
amended.
CUSIP No.
05608P109
13G
(b)
Percent of class:
As of
the date hereof, 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:
August 4th, 2023
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
Exhibit A
JOINT FILING AGREEMENT
Pursuant to and in
accordance with the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder (the “Exchange
Act”) the undersigned hereby agree to the joint filing on
behalf of each of them of any filing required by such party under
Section 13 of the Exchange Act or any rule or regulation
thereunder (including any amendment, restatement, supplement,
and/or exhibit thereto) with respect to securities of BYND
Cannasoft Enterprises Inc, an Israeli company, and further agree to
the filing, furnishing, and/or incorporation by reference of this
Agreement as an exhibit thereto. Each of them is responsible for
the timely filing of such filings and any amendments thereto, and
for the completeness and accuracy of the information concerning
such person contained therein; but none of them is responsible for
the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate. This
Agreement shall remain in full force and effect until revoked by
any party hereto in a signed writing provided to each other party
hereto, and then only with respect to such revoking party. This
Agreement may be executed in any number of counterparts all of
which taken together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement this
4th day of August 2023.
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