|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
|
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 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/28/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| 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)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,265,240.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| 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)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,221,079.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| 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,, ROSARIO,
ARGENTINA
, 2000. | |
Item 1 Comment:
EXPLANATORY NOTE
This Amendment No. 17 (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, Amendment No. 12 filed with the SEC on March 26, 2025, Amendment No. 13 filed with the SEC on June 6, 2025, Amendment No. 14 filed with SEC on July 9, 2025, and Amendment No. 15 filed with SEC on August 7, 2025, and Amendment No. 16 filed with SEC on September 17, 2025 (the "Schedule 13D"), by Bioceres Group Limited and Bioceres LLC (each a "Reporting Person", and herein collectively referred as the "Reporting Persons").
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 through payment-in-kind made in Shares relating to private transactions (the "Transaction"). As a result of the foregoing, the Shares owned by the Reporting Persons decreased from 9,432,896 to 3,189,161.
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 2. | Identity and Background | |
| (a) | i) Bioceres Group Limited, which is the holder of record of 44,161 Shares (corresponding to approximately 0.07% of the Issuer's outstanding capital stock) and through its subsidiary Bioceres LLC, holds an additional 3,145,000 Shares (corresponding to approximately 5.07% of the Issuer's outstanding capital stock); and
ii) Bioceres LLC, which is the holder of record of 3,145,000 Shares (corresponding to approximately 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) | i) Bioceres Group Limited is Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 3HH; and
ii) Bioceres LLC is 1209 Orange Street, Wilmington 19801-1120, County of New Castle | |
| (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) | i) Bioceres Group Limited is a company organized under the laws of England and Wales; and
ii) Bioceres LLC is limited liability company formed under the laws of Delaware | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Please refer to the "Explanatory Note" of this Amendment. | ||
| 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 9,432,896 Shares to 3,189,161 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 6,265,240 Shares (corresponding to approximately 10% 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
a) Amount beneficially owned: 6,265,240
Percentage: 10%
Bioceres LLC
a) Amount beneficially owned: 6,221,079
Percentage: 9.9% | |
| (b) | Bioceres Group Limited
b) Number of shares to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 44,161
ii. Shared power to vote or to direct the vote: 6,221,079
iii. Sole power to dispose or to direct the disposition of: 44,161
iv. Shared power to dispose or to direct the disposition of: 3,145,000
Bioceres LLC
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: 6,221,079
iii. Sole power to dispose or to direct the disposition of: --
iv. Shared power to dispose or to direct the disposition of: 3,145,000 | |
| (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 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.
|
|
|
|
|