SEC Form SC 13G/A filed by BYND Cannasoft Enterprises Inc. (Amendment)
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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. 1)*
BYND CANNASOFT ENTERPRISES INC.
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
05608P109
(CUSIP Number)
December 31, 2023
(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:
2,009,455
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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:
2,009,455
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,009,455
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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):
5.1%
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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:
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:
2,009,455
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6.
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Shared
Voting Power:
2,009,455
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7.
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Sole
Dispositive Power:
2,009,455
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8.
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Shared
Dispositive Power:
2,009,455
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,009,455
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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):
5.1%
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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 are based on
39,668,550 Common Shares outstanding as of December 19, 2023, as
disclosed by the Issuer in the Prospectus Supplement filed with the
Securities and Exchange Commission on December 21, 2023. 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, Agroinvestment directly holds 2,009,455 Common Shares.
Elsztain, as the sole shareholder of Agroinvestment may be deemed
to beneficially own the Common Shares directly held by
Agroinvestment.
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:
February 7th, 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