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

Rhea-AI Filing Summary

Bioceres Group Limited and affiliates trimmed their stake in Bioceres Crop Solutions Corp. (BIOX) in Schedule 13D/A Amendment No. 15 dated 08 Aug 2025. The group’s beneficial ownership fell to 15,497,402 ordinary shares, equal to 24.7 % of BIOX’s 62,848,483 shares outstanding, down from 18,561,323 shares previously reported. The reduction—≈ 6.14 million shares—resulted from open-market sales and enforcement of pledge agreements executed under the New York UCC to satisfy financial obligations.

Breakdown of holdings: Bioceres Group Limited holds 70,785 shares directly and, through subsidiaries, shares voting/dispositive power over 15.4 million. Subsidiaries Bioceres LLC and THEO I SCSp own 14,989,117 (23.8 %) and 437,500 (0.7 %) shares, respectively. Of the total, 3,076,079 shares are subject to a 2019 Shareholders Agreement giving the group shared voting rights.

Key takeaways for investors: (1) Bioceres entities remain BIOX’s largest shareholder but have reduced influence by ~4.8 percentage points; (2) Sale was motivated by obligation settlement, not stated strategic change; (3) No new plans or proposals affecting BIOX were disclosed.

Positive

• Bioceres entities remain BIOX’s largest shareholder with 24.7 % ownership, preserving substantial strategic influence.
• Filing clarifies no current plans or proposals affecting corporate control, reducing uncertainty.

Negative

• Stake reduced by approximately 6.14 million shares, lowering insider alignment and potentially increasing float.
• Sales driven by obligation settlement and pledge enforcement may indicate financial pressure on the reporting persons.

Insights

Securities Analyst

TL;DR: Ownership cut by ~6.1 M shares; stake still sizeable at 24.7 %, but insider selling often skews negative.

The filing is impactful because it discloses a material decrease in the largest shareholder’s position. Although the group explains the sales were to meet financial obligations, the transaction lowers alignment between insiders and minority holders and marginally dilutes voting influence. With 24.7 % ownership, the group continues to exert meaningful sway, especially through the 3.1 M shares covered by the shareholders’ agreement. No future corporate actions are signalled, limiting immediate strategic implications, yet the reduced stake could ease potential overhang risk if further disposals occur.

Portfolio Manager

TL;DR: Material but manageable; liquidity improves, control wanes modestly—overall neutral-to-slightly negative for BIOX sentiment.

From a portfolio standpoint, the ~4.8-pt drop in insider ownership is noteworthy because large blocks entering the market can pressure share price and signal changed capital needs. However, retaining nearly one-quarter of shares keeps governance stability and suggests continued strategic interest. The lack of additional plans limits downside catalysts. Given the explanation of pledge enforcement, the move appears opportunistic rather than a vote of no confidence, but investors should monitor for further sales.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)

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

Matthew S. Poulter
1290 Avenue of the Americas,
New York, NY, 10104
12129039000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2025

(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 15,426,617.00
9	Sole Dispositive Power 70,785.00
10	Shared Dispositive Power 12,350,538.00

11

Aggregate amount beneficially owned by each reporting person

15,497,402.00

12

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

13

Percent of class represented by amount in Row (11)

24.7 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

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 percent of the outstanding equity securities of THEO I SCSp. Row 8 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 14,989,117.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,913,038.00

11

Aggregate amount beneficially owned by each reporting person

14,989,117.00

12

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

13

Percent of class represented by amount in Row (11)

23.8 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

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 Row 8 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 437,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 437,500.00

11

Aggregate amount beneficially owned by each reporting person

437,500.00

12

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

13

Percent of class represented by amount in Row (11)

0.7 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

Bioceres Group Limited owns 96.2 percent of the outstanding equity securities of THEO I SCSp. As a result, Bioceres Group Limited may be deemed to be the ultimate beneficial owner of Shares held by THEO I SCSp.

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, Predio CCT, Rosario, Province of Santa Fe, ARGENTINA , 2000.
Item 1 Comment: EXPLANATORY NOTE - This Amendment No. 15 (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 28, 2025, Amendment No. 13 filed with the SEC on June 10, 2025 and Amendment No. 14 filed with the SEC on July 9, 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").
Item 2.	Identity and Background
(a)	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 subsidiaries Bioceres LLC and Theo I SCSp, holds an additional 12,350,538 Shares (corresponding to approximately 19.7% of the Issuer's outstanding capital stock); Bioceres LLC, which is the holder of record of 11,913,038 Shares (corresponding to approximately 19.0% of the Issuer's outstanding capital stock); and THEO I SCSp, which is the holder of record of 437,500 Shares (corresponding to approximately 0.7% of the Issuer's outstanding capital stock). Bioceres Group Limited is Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 3HH;
(b)	Bioceres LLC is 1209 Orange Street, Wilmington 19801-1120, County of New Castle; and 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)	Bioceres Group Limited is a company organized under the laws of England and Wales; Bioceres LLC is limited liability company formed under the laws of Delaware; and 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
	This Amendment is being filed to report a decrease in the Shares beneficially owned by the Reporting Persons, as a result of a combination of open market sales made by the Reporting Persons for settlement of certain obligations, and the enforcement of certain pledge agreements dated as of October 28, 2022, pursuant to the New York Uniform Commercial Code (the "Transactions"). As a result of the foregoing, the Shares owned by the Reporting Persons decreased from 18,561,323 to 12,421,323. 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 4.	Purpose of Transaction
	The purpose of the Transactions was to fund the payment of financial obligations 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 18,561,323 Shares to 12,421,323 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 15,497,402 Shares (corresponding to approximately 24.7% 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: Amount beneficially owned: 15,497,402 - Percentage: 24.7% Bioceres LLC: Amount beneficially owned: 14,989,117 - Percentage: 23.8% THEO I SCSp: Amount beneficially owned: 437,500 - Percentage: 0.7%
(b)	Bioceres Group Limited: Sole power to vote or to direct the vote: 70,785 Shared power to vote or to direct the vote: 15,426,617 Sole power to dispose or to direct the disposition of: 70,785 Shared power to dispose or to direct the disposition of: 12,350,538 Bioceres LLC: Sole power to vote or to direct the vote: -- Shared power to vote or to direct the vote: 14,989,117 Sole power to dispose or to direct the disposition of: -- Shared power to dispose or to direct the disposition of: 11,913,038 THEO I SCSp Sole power to vote or to direct the vote: -- Shared power to vote or to direct the vote: 437,500 Sole power to dispose or to direct the disposition of: -- Shared power to dispose or to direct the disposition of: 437,500
(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 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	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:	08/07/2025

Bioceres LLC

Signature:	/s/ Gloria Montaron Estrada
Name/Title:	Gloria Montaron Estrada/ Manager
Date:	08/07/2025

THEO I SCSp

Signature:	/s/ Gloria Montaron Estrada
Name/Title:	Gloria Montaron Estrada/ Attorney-in-Fact
Date:	08/07/2025

FAQ

How many Bioceres Crop Solutions (BIOX) shares do the reporting persons now own?

They beneficially own 15,497,402 ordinary shares, according to Amendment No. 15.

What percentage of BIOX’s outstanding shares does this represent?

The stake equals 24.7 % of the 62,848,483 shares outstanding reported in BIOX’s latest 20-F.

By how many shares did the Bioceres group’s ownership decrease?

Holdings fell from 18,561,323 to 12,421,323 shares not under the shareholder agreement, a drop of about 6.14 million.

Why did the reporting persons sell BIOX shares?

The filing cites open-market sales and enforcement of pledge agreements to settle financial obligations.

Do the reporting persons plan further corporate actions regarding BIOX?

The amendment states no current plans or proposals related to takeovers, mergers or similar actions.