UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Bioceres
Crop Solutions Corp.
(Name of Issuer)
Ordinary Shares,
$0.0001 par value
(Title of Class of Securities)
G1117K 114
(CUSIP Number)
Gloria Montaron Estrada
Bioceres Group PLC
Highdown House, Yeoman Way, Worthing,
West Sussex, United Kingdom
Telephone: +54
0341 4861100
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Matthew S. Poulter
Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
September 18,
2024
(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 Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom
copies are to be sent.
* 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 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 other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. G1117K 114
1 |
Names
of Reporting Person.
Bioceres Group PLC |
2 |
Check
the Appropriate Box if a Member of a Group
(a) x
(b) ¨ |
3 |
SEC
Use Only |
4 |
Source
of Funds (See Instructions)
N/A |
5 |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨ |
6 |
Citizenship
or Place of Organization
England and Wales |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole
Voting Power
6,924,868 |
8 |
Shared
Voting Power (see Item 5 below)
22,664,919 (1) (2) |
9 |
Sole
Dispositive Power
6,924,868 |
10 |
Shared
Dispositive Power (see Item 5 below)
19,588,840 (1) |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
29,589,787 (1) |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
13 |
Percent
of Class Represented by Amount in Row (11)
47.1% |
14 |
Type
of Reporting Person
HC |
|
|
|
|
(1) Bioceres Group
PLC 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 PLC, and Bioceres Group PLC owns 96.2% of the outstanding equity securities of THEO I SCSp.
(2) 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, María Marta Mac Mullen and International Property Services Corp. See Exhibit 10.1.
CUSIP No. G1117K 114
1 |
Names
of Reporting Person.
Bioceres LLC |
2 |
Check
the Appropriate Box if a Member of a Group
(a) x
(b) ¨ |
3 |
SEC
Use Only |
4 |
Source
of Funds (See Instructions)
N/A |
5 |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨ |
6 |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole
Voting Power
— |
8 |
Shared
Voting Power (see Item 5 below)
18,588,021 (1) (2) |
9 |
Sole
Dispositive Power
— |
10 |
Shared
Dispositive Power (see Item 5 below)
15,511,942 (1) |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
18,588,021 (1) |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
13 |
Percent
of Class Represented by Amount in Row (11)
29.6% |
14 |
Type
of Reporting Person
HC |
|
|
|
|
(1) Bioceres LLC
is an indirect wholly-owned subsidiary of Bioceres Group PLC. As a result, Bioceres Group PLC may be deemed to be the ultimate beneficial
owner of Shares held by Bioceres LLC.
(2) 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, María Marta Mac Mullen and International Property Services Corp. See Exhibit 10.1.
CUSIP No. G1117K 114
1 |
Names
of Reporting Person.
THEO I SCSp |
2 |
Check
the Appropriate Box if a Member of a Group
(a) x
(b) ¨ |
3 |
SEC
Use Only |
4 |
Source
of Funds (See Instructions)
N/A |
5 |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨ |
6 |
Citizenship
or Place of Organization
Grand Duchy of Luxembourg |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole
Voting Power
— |
8 |
Shared
Voting Power (see Item 5 below)
4,076,898 (1) |
9 |
Sole
Dispositive Power
— |
10 |
Shared
Dispositive Power (see Item 5 below)
4,076,898 (1) |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,076,898 (1) |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
13 |
Percent
of Class Represented by Amount in Row (11)
6.5% |
14 |
Type
of Reporting Person
HC |
|
|
|
|
(1) Bioceres Group
PLC owns 96.2% of the outstanding equity securities of THEO I SCSp. As a result, Bioceres Group PLC may be deemed to be the ultimate
beneficial owner of Shares held by THEO I SCSp.
CUSIP No. G1117K 114
EXPLANATORY NOTE
This Amendment No. 10 (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 and Amendment No. 9 filed with the SEC on March 25, 2024 (the “Schedule
13D”), by Bioceres Group PLC, Bioceres LLC and Theo I SCSp (each a “Reporting Person”, and herein collectively
referred as the “Reporting Persons”).
This Amendment is being filed
to report a change in the Shares beneficially owned by the Reporting Persons, as a result of a combination of open market sales made
by the Reporting Persons, including certain open market sales entered by a party to the shareholders agreement described under Item 6
of the Schedule 13D (the “Transactions”). As a result of the foregoing, the Shares owned by the Reporting Persons changed
from 27,663,487 to 26,513,708.
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 62,796,774 Shares outstanding,
as reported by the Issuer in its annual report on Form 20-F filed with the SEC on November 14, 2023 (File No. 001-38405) (the “Issuer
20-F”).
Item 2. | Identity and Background |
Item 2 of the Schedule 13D
is hereby further amended and replaced as follows:
| (a) | This statement is filed by: |
| i) | Bioceres Group PLC, which is the holder
of record of 6,924,868 Shares (corresponding to approximately 11.0% of the Issuer’s
outstanding capital stock) and through its subsidiaries Bioceres LLC and Theo I SCSp, holds
an additional 19,558,840 Shares (corresponding to approximately 31.2% of the Issuer’s
outstanding capital stock); |
| ii) | Bioceres LLC, which is the holder of
record of 15,511,942 Shares (corresponding to approximately 24.7% of the Issuer’s outstanding
capital stock); and |
| iii) | THEO I SCSp, which is the holder of
record of 4,076,898 Shares (corresponding to approximately 6.5% of the Issuer’s outstanding
capital stock). |
All disclosures herein with
respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after making inquiry to the appropriate party.
| (b) | The address of the principal
business and principal offices of: |
| i) | Bioceres Group PLC is Highdown House,
Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 3HH; |
| ii) | Bioceres LLC is 1209 Orange Street, Wilmington
19801-1120, County of New Castle; and |
| iii) | THEO I SCSp is 30 boulevard Royal, L-2449
Luxembourg. |
CUSIP No. G1117K 114
(d) None
of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanours).
(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)
| i) | Bioceres Group PLC is a company organized
under the laws of England and Wales; |
| ii) | Bioceres LLC is limited liability company
formed under the laws of Delaware; and |
| iii) | THEO I SCSp is a special limited partnership
(société en commandite spéciale) incorporated in the Grand Duchy
of Luxembourg. |
Item 3. | Source and Amount of Funds or Other Consideration. |
Please refer to the “Explanatory
Note” of this Amendment.
Item 4. | Purpose of the Transaction |
The purpose of the Transactions
was to fund the payment of financial obligtions which were due.
As a result of the Transactions,
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 27,663,487 Shares to 26,513,708 Shares. In addition, the number of Shares which the Reporting Persons have the shared
power to vote or to direct the vote of, pursuant to the shareholders’ agreement described under Item 6 of the Schedule 13D, decreased
from 3,167,145 Shares to 3,076,079 Shares due to the Transactions. As a result of the foregoing, in the aggregate, the Reporting Persons
beneficially own 29,589,787 Shares (corresponding to approximately 47.1% 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 |
Item 5 of the Schedule
13D is hereby amended and replaced as follows:
(a)-(b) The aggregate
percentages of Shares beneficially owned by the Reporting Persons, and reported in this Amendment, are calculated based on 62,796,774
Shares outstanding, as reported on the Issuer 20-F, as follows:
Bioceres Group PLC |
a)
|
|
Amount
beneficially owned: 29,589,787 |
|
Percentage:
47.1% |
b) |
|
Number of shares
to which the Reporting Person has: |
|
|
|
i.
|
Sole power to vote
or to direct the vote: |
|
6,924,868 |
|
ii.
|
Shared power to vote
or to direct the vote: |
|
22,664,919 |
|
iii.
|
Sole power to dispose
or to direct the disposition of: |
|
6,924,868 |
|
iv.
|
Shared power to dispose
or to direct the disposition of: |
|
19,588,840 |
CUSIP No. G1117K 114
Bioceres LLC |
a) |
|
Amount beneficially owned:
18,588,021 |
|
Percentage:
29.6% |
b) |
|
Number of shares to which the Reporting Person has: |
|
|
|
i.
|
Sole power to vote or to direct the
vote: |
|
— |
|
ii.
|
Shared power to vote or to direct
the vote: |
|
18,588,021 |
|
iii.
|
Sole power to dispose or to direct
the disposition of: |
|
— |
|
iv.
|
Shared power to dispose or to direct
the disposition of: |
|
15,511,942 |
|
|
|
|
|
THEO I SCSp |
|
|
a) |
v.
|
Amount beneficially owned: 4,076,898 |
|
Percentage: 6.5% |
b) |
vi.
|
Number of shares to which the Reporting
Person has: |
|
|
|
vii.
|
Sole power to vote or to direct the
vote: |
|
— |
|
viii. |
Shared power to vote or to direct
the vote: |
|
4,076,898 |
|
ix.
|
Sole power to dispose or to direct
the disposition of: |
|
— |
|
x.
|
Shared power to dispose or to direct
the disposition of: |
|
4,076,898 |
(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 7. | Material to be Filed as Exhibits |
* 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.
BIOCERES
GROUP PLC |
|
|
|
|
By |
/s/ Gloria Montaron Estrada |
|
|
Name: Gloria Montaron Estrada |
|
|
Title: Attorney-in-Fact |
|
|
Date: September 20, 2024 |
|
|
|
|
BIOCERES
LLC |
|
|
|
|
By |
/s/ Gloria Montaron Estrada |
|
|
Name: Gloria Montaron Estrada |
|
|
Title: Manager |
|
|
Date: September 20, 2024 |
|
|
|
|
THEO I SCSp |
|
|
|
|
By |
/s/ Gloria Montaron Estrada |
|
|
Name: Gloria Montaron Estrada |
|
|
Title: Attorney-in-Fact |
|
|
Date: September 20, 2024 |
|
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