[SCHEDULE 13D/A] Bioceres Crop Solutions Corp. SEC Filing

Rhea-AI Filing Summary

Bioceres reporting persons reduced their direct holdings through repurchase and pledge agreements, but retain a material stake. Bioceres Group Limited, together with its subsidiary Bioceres LLC, reports aggregate beneficial ownership of 12,508,975 ordinary shares, representing 19.9% of Bioceres Crop Solutions Corp.'s outstanding shares based on 62,848,483 shares. The Amendment reports that Shares owned by the Reporting Persons decreased from 12,421,323 to 9,432,896 following repurchase agreements dated September 1, 2022 and September 1, 2023 and pledge agreements dated October 28, 2022, executed to fund payment of financial obligations. 3,076,079 shares remain subject to a shareholders agreement over voting rights. No other plans or transactions were disclosed.

Insights

Corporate Governance Expert

TL;DR: The filing discloses a material reduction in direct holdings via repurchase and pledge agreements while preserving near-20% aggregate ownership.

The Amendment clearly reports that repurchase and pledge arrangements reduced the number of Shares directly held by the Reporting Persons from 12,421,323 to 9,432,896. Despite this reduction, the Reporting Persons continue to beneficially own 12,508,975 Shares, or 19.9% of the outstanding class, calculated on 62,848,483 shares. The filing identifies 3,076,079 shares subject to a shareholders agreement, which affects voting control. The stated purpose of the Transaction was to fund financial obligations. The document contains no disclosure of litigation or other material events beyond the described financing transactions.

Securities Analyst

TL;DR: Material financing transactions reduced record holdings; aggregate stake remains significant near 20%.

The Amendment provides precise share counts and percentages, attributing the reduction to repurchase agreements (Sept 1, 2022 and Sept 1, 2023) and pledge agreements (Oct 28, 2022). It confirms no additional plans or proposals under Item 4 and that no transactions occurred in the last 60 days other than the described Transaction. The filing bases percentage ownership on the Issuer's 20-F count of 62,848,483 shares. For investors assessing control and dilution, the continued aggregate ~19.9% ownership and the 3,076,079 shares governed by the shareholders agreement are the key takeaways.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

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)

09/17/2025

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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).

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)

OO

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:

7	Sole Voting Power 70,785.00
8	Shared Voting Power 12,438,190.00
9	Sole Dispositive Power 70,785.00
10	Shared Dispositive Power 9,362,111.00

11

Aggregate amount beneficially owned by each reporting person

12,508,975.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.9 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

(1) Bioceres Group Limited 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 Limited, and Bioceres Group Limited 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, Maria Marta Mac Mullen and International Property Services Corp. See Exhibit 10.1.

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)

OO

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 0.00
8	Shared Voting Power 12,438,190.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,362,111.00

11

Aggregate amount beneficially owned by each reporting person

12,438,190.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.8 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

(1) Bioceres LLC is an indirect wholly-owned subsidiary of Bioceres Group Limited. As a result, Bioceres Group Limited 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, Maria Marta Mac Mullen and International Property Services Corp. See Exhibit 10.1.

SCHEDULE 13D

CUSIP No. G1117K114

1

Name of reporting person

THEO I SCSp

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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

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: Bioceres Group Limited, Highdown House, Yeoman Way, Worthing,, United Kingdom, UNITED KINGDOM , BN99 3HH.
Item 1 Comment: EXPLANATORY NOTE This Amendment No. 16 (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 (the "Schedule 13D"), by Bioceres Group Limited, 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 decrease in the Shares beneficially owned by the Reporting Persons as a result of the execution of repurchase agreements dated September 1st, 2022, and September 1st, 2023 and certain pledge agreements dated as of October 28, 2022 (the "Transaction"). As a result of the foregoing, the Shares owned by the Reporting Persons decreased from 12,421,323 to 9,432,896. 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)	Item 2 of the Schedule 13D is hereby further amended and replaced as follows: This statement is filed by: i) Bioceres Group Limited, which is the holder of record of 70,785 Shares (corresponding to approximately 0.1% of the Issuer's outstanding capital stock) and through its subsidiary Bioceres LLC, holds an additional 9,362,111 Shares (corresponding to approximately 15% of the Issuer's outstanding capital stock); and ii) Bioceres LLC, which is the holder of record of 9,362,111 Shares (corresponding to approximately 14.9% of the Issuer's outstanding capital stock); and iii) THEO I SCSp, which holds no more Shares. 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 Limited 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.
(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; ii) Bioceres LLC is limited liability company formed under the laws of Delaware; and iii) THEO I SCSp is a special limited partnership (societe en commandite speciale) 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 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 12,421,323 Shares to 9,432,896 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 12,508,975 Shares (corresponding to approximately 19.9% 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: 12,508,975 Percentage: 19.9% Bioceres LLC a) Amount beneficially owned: 12,438,190 Percentage: 19.8% THEO I SCSp a) Amount beneficially owned: 0 Percentage: 0%
(b)	Bioceres Group Limited b) Number of shares to which the Reporting Person has: Sole power to vote or to direct the vote: 70,785 Shared power to vote or to direct the vote: 12,438,190 Sole power to dispose or to direct the disposition of: 70,785 Shared power to dispose or to direct the disposition of: 9,362,111 Bioceres LLC b) Number of shares to which the Reporting Person has: Sole power to vote or to direct the vote: -- Shared power to vote or to direct the vote: 12,438,190 Sole power to dispose or to direct the disposition of: -- Shared power to dispose or to direct the disposition of 9,362,111 THEO I SCSp b) Number of shares to which the Reporting Person has: Sole power to vote or to direct the vote: -- Shared power to vote or to direct the vote: -- Sole power to dispose or to direct the disposition of: -- Shared power to dispose or to direct the disposition of: --
(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.

Bioceres Group Limited

Signature:	/s/ Gloria Montaron Estrada
Name/Title:	Gloria Montaron Estrada/Attorney-in-Fact
Date:	09/18/2025

Bioceres LLC

Signature:	/s/ Gloria Montaron Estrada
Name/Title:	Gloria Montaron Estrada/Manager
Date:	09/18/2025

THEO I SCSp

Signature:	/s/ Gloria Montaron Estrada
Name/Title:	Gloria Montaron Estrada/Attorney-in-Fact
Date:	09/18/2025