SEC Form SCHEDULE 13D filed by Bunge Limited

The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated herein by reference.

The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated herein by reference.

The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated herein by reference.

The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated herein by reference.

The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated herein by reference.

On July 2, 2025 (the "Closing Date"), as contemplated by that certain Business Combination Agreement, dated June 13, 2023 (as amended, supplemented, or otherwise modified from time to time, the "Business Combination Agreement"), by and among the Issuer, Viterra Limited ("Viterra"), Danelo, CPPIB Monroe Canada, Inc., Venus Investment Limited Partnership, and Ocorian Limited, in its capacity as trustee of the Viterra Employee Benefit Trust, Danelo acquired 32,806,103 Registered Shares in exchange for its pro rata share of the issued and outstanding shares of Viterra. The Issuer also paid $895,010,954.48 million in cash to Danelo on the Closing Date. The foregoing description of the Business Combination Agreement does not purport to describe all the terms and provisions thereof and is qualified in its entirety by reference to the full text of that document, a copy of which is included as Exhibit 99.3 to this Schedule 13D and is incorporated herein by reference.

The information set forth or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes. However, the Reporting Persons will continually evaluate the Issuer's business, financial condition, results of operations, capital structure, management, synergies, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons will seek the views of, hold discussions with, and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs. Depending on the results of such evaluations, the Reporting Persons may at any time and from time to time, subject to the restrictions set forth in the Shareholder's Agreement (as defined below), (i) purchase, receive in a distribution or other transfer or otherwise acquire Registered Shares, other securities of the Issuer or instruments convertible into or exercisable for any such securities (collectively, "Issuer Securities"), (ii) sell, transfer, distribute or otherwise dispose of Issuer Securities in the open market, in privately negotiated transactions or otherwise (including entering into derivative transactions to hedge market risk), and (iii) engage in or encourage communications with the Issuer, members of management and the board of directors of the Issuer (the "Issuer Board"), other existing or prospective security holders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors to consider exploring any of (i) or (ii) above or any of the actions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) -(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. Further, subject to certain exceptions, limitations and applicable law, pursuant to the Shareholder's Agreement, dated as of the Closing Date, by and between the Issuer and Danelo (the "Shareholder's Agreement"), Danelo is entitled to (i) nominate two individuals to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 10% of the total outstanding shares of the Issuer and (ii) nominate one individual to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 5% but no more than 10% of the total outstanding shares of the Issuer. In addition, the Shareholder's Agreement imposes on Danelo (a) certain customary lockup obligations, with certain exceptions, for a period of one year following the Closing Date, (b) a prohibition on transfers to the Issuer's competitors and activist investors, (c) certain non-solicitation and non-compete obligations, with certain exceptions, until the later of (i) three years following the Closing Date and (ii) six months following the date Danelo no longer has a director serving on the Issuer Board, (d) a customary "standstill" for Danelo not to acquire any additional Registered Shares in excess of 19.9% of the total outstanding shares of the Issuer until Danelo ceases to beneficially own at least 7% of the total outstanding shares of the Issuer and (e) certain voting commitments in support of recommendations of the Issuer Board. At the Annual General Meeting of Shareholders of the Issuer held on May 15, 2025, shareholders of the Issuer elected Christopher Mahoney and Markus Walt, both of whom were nominated by Danelo, to serve as directors on the Issuer Board for a term extending from the Closing Date until completion of the 2026 annual general meeting, subject to and contingent upon the closing. Both Messrs. Mahoney and Walt were appointed to the Issuer Board on the Closing Date, and these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Certain plans or proposals may from time to time be discussed or considered by the directors of the Issuer, in their fiduciary capacity as directors of the Issuer. The Reporting Persons reserve the right to change their plans and intentions with respect to the Issuer at any time, as they deem appropriate. The foregoing description of the Shareholder's Agreement does not purport to describe all the terms and provisions thereof and is qualified in its entirety by reference to the full text of that document, a copy of which is included as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference.

The information set forth or incorporated by reference in Items 2, 3, 4 and 6 of this Schedule 13D is incorporated by reference in this Item 5. The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D, as of July 2, 2025, are incorporated herein by reference. As of July 2, 2025, the Reporting Persons beneficially owned an aggregate of 32,806,103 Registered Shares, which represents approximately 16.4% of the outstanding Registered Shares. This percentage was calculated based on 200,042,383 Registered Shares outstanding as of as of July 2, 2025 (as disclosed to the Reporting Persons by the Issuer).

The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated herein by reference.

Except as set forth in this Schedule 13D, none of the Reporting Persons nor, to the Reporting Persons' knowledge, any of the Schedule I Persons, has effected any transaction during the past 60 days in any Registered Shares.

Not applicable.

Not applicable.

The information set forth in Items 2, 3 and 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. On the Closing Date and as contemplated by the Business Combination Agreement, the Issuer entered into a registration rights agreement with Danelo and certain other holders (the "Registration Rights Agreement"), which agreement (i) requires the Issuer to file a registration statement with the Securities and Exchange Commission registering for resale the 32,806,103 Registered Shares held by Danelo and to conduct certain underwritten offerings or facilitate certain block trade transactions upon the request of Danelo and (ii) provides Danelo with certain usual and customary "demand" and "piggyback" registration rights with respect to the 32,806,103 Registered Shares it holds. The Registration Rights Agreement will terminate on the earlier of (i) the seven year anniversary of the Closing Date and (ii) with respect to Danelo, on the date that Danelo no longer holds any Registrable Securities (as defined in the Registration Rights Agreement). The foregoing description of the Registration Rights Agreement does not purport to describe all the terms and provisions thereof and is qualified in its entirety by reference to the full text of that document, a copy of which is included as exhibit 99.5 to this Schedule 13D and is incorporated herein by reference.

Exhibit 99.1 Joint Filing Agreement, dated July 7, 2025, among the Reporting Persons. Exhibit 99.2 Schedules I and II. Exhibit 99.3 Business Combination Agreement, dated June 13, 2023, by and among the Issuer, Viterra, Danelo, CPPIB Monroe Canada, Inc., Venus Investment Limited Partnership and Ocorian Limited, in its capacity as trustee of the Viterra Employee Benefit Trust (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Bunge Global SA on July 2, 2025. Exhibit 99.4 Form of Shareholder's Agreement, by and between the Issuer and Danelo (incorporated by reference to Exhibit 2.2 to the Form 8-K filed by Bunge Global SA on July 2, 2025). Exhibit 99.5 Form of Registration Rights Agreement, by and between the Issuer, Danelo, CPPIB Monroe Canada, Inc. and British Columbia Investment Management Corporation (incorporated by reference to Exhibit 2.4 to the Form 8-K filed by Bunge Global SA on July 2, 2025). Exhibit 99.6 Power of Attorney, dated July 3, 2025.