Jasper Lake's 10.7% Position in Bioceres, Default Dispute and Board Resignation

Rhea-AI Filing Summary

Bioceres Crop Solutions Corp. received an Amendment No. 1 to a Schedule 13D filed by Jasper Lake Ventures One LLC and Noah Kolatch reporting a combined beneficial position of 7,482,961 ordinary shares, representing approximately 10.7% of outstanding shares on a diluted basis. The reported amount includes 397,000 shares held directly and 7,085,961 shares issuable upon conversion of notes convertible within 60 days. Jasper Lake notified the issuer on September 25, 2025 that it believes certain Events of Default under a Note Purchase Agreement have occurred and reserved all rights; the issuer disputes that claim. In connection with this dispute, Mr. Kolatch resigned from the issuer's board effective September 30, 2025. The filing otherwise restates ownership, voting/dispositive powers (shared) and confirms no transactions in the prior 60 days.

Positive

• Transparent disclosure of combined beneficial ownership totaling 7,482,961 shares (10.7% diluted)
• Clear breakdown between presently held shares and shares issuable upon conversion (397,000 held; 7,085,961 convertible)

Negative

• Reservation of rights alleging Events of Default under the Note Purchase Agreement, creating contract enforcement risk
• Issuer disputes the asserted defaults, indicating an active disagreement that may lead to litigation or enforcement actions
• Resignation of a board member (Noah Kolatch) effective September 30, 2025, raising governance and board continuity concerns
• Potential near-term dilution from conversion of notes into approximately 7.09 million shares within 60 days

Insights

Corporate Governance Expert

TL;DR: A board resignation and a declared default dispute between a 10.7% holder and the issuer create governance and control risks.

The Amendment discloses that Jasper Lake, a significant shareholder on a diluted basis, has asserted Events of Default under a Note Purchase Agreement and reserved remedies, while the issuer disputes those claims. The resignation of Mr. Kolatch from the board heightens governance uncertainty and could alter board dynamics or stakeholder negotiations. Convertible notes that produce the reported dilution also create potential leverage for Jasper Lake if conversion rights are exercised within 60 days. Investors should note the clear governance tension and potential for further contractual or litigation actions, which could affect shareholder cohesion and corporate decision-making.

Securities/Funds Analyst

TL;DR: A 10.7% beneficial position including convertible notes is material and may be dilutive; the default dispute adds credit and financing uncertainty.

Jasper Lake's disclosed position reflects both current shareholdings and shares issuable on conversion of notes, indicating potential near-term dilution of roughly 7.1 million shares. The reservation of rights for alleged Events of Default signals possible enforcement of note remedies, which could affect the issuer's capital structure or trigger accelerated repayment or conversion mechanics. The filing notes no share trades in the last 60 days, so the position appears established rather than an active acquisition campaign. Overall, the disclosure is material for assessing ownership, dilution risk, and potential financing disputes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Bioceres Crop Solutions Corp.

(Name of Issuer)

Ordinary Shares, par value $0.0001

(Title of Class of Securities)

G1117K114

(CUSIP Number)

Noah Kolatch
930 Sylvan Avenue, Suite 140
Englewood Cliffs, NJ, 07632
(786) 688-2201

Greg Kramer
30 Rockefeller Plaza, 26th Floor
New York, NY, 10112
(212) 835-4819

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

09/30/2025

(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

Jasper Lake Ventures One 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)

WC

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 7,482,961.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,482,961.00

11

Aggregate amount beneficially owned by each reporting person

7,482,961.00

12

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

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The number of shares in rows 8, 10 and 11 consists of 397,000 Ordinary Shares held by Jasper Lake as of the filing of this Schedule 13D plus the Ordinary Shares issuable upon the conversion of the Notes held by Jasper Lake. The percentage set forth in Row 13 is calculated based on (i) 62,712,602 Ordinary Shares of the Issuer outstanding as of March 31, 2025, as reported in the Issuer's current report on Form 6-K filed with the Commission on June 20, 2025, plus (ii) 7,085,961 Ordinary Shares issuable upon the conversion of the Note, which is convertible within 60 days of this Schedule 13D.

SCHEDULE 13D

CUSIP No. G1117K114

1

Name of reporting person

Noah Kolatch

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 STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,482,961.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,482,961.00

11

Aggregate amount beneficially owned by each reporting person

7,482,961.00

12

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

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

The number of shares in Rows 8, 10 and 11 consists of 397,000 Ordinary Shares held by Jasper Lake as of the filing of this Schedule 13D plus the Ordinary Shares issuable upon the conversion of the Notes held by Jasper Lake. The percentage set forth in Row 13 is calculated based on (i) 62,712,602 Ordinary Shares of the Issuer outstanding as March 31, 2025, as reported in the Issuer's current report on Form 6-K filed with the Commission on June 20, 2025, plus (ii) 7,085,961 Ordinary Shares issuable upon the conversion of the Notes, which is convertible within 60 days of this Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.0001
(b)	Name of Issuer: Bioceres Crop Solutions Corp.
(c)	Address of Issuer's Principal Executive Offices: Ocampo 210 bis, Predio CCT, Rosario, ARGENTINA , 2000.
Item 1 Comment: Item 1 of the Schedule 13D is hereby amended and supplemented as follows: This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed by the undersigned, pursuant to ss.240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on August 8, 2025 (as amended, the "Schedule 13D"), with respect to the ordinary shares, $0.0001 par value (the "Ordinary Shares"), of Bioceres Crop Solutions, Corp. (the "Issuer"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Schedule 13D.
Item 2.	Identity and Background
(c)	Item 2(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: Jasper Lake is principally engaged in investing. Noah Kolatch is a principal of Jasper Lake. As a result, Mr. Kolatch may be deemed to share voting and dispositive power with respect to the securities of Issuer held by Jasper Lake. Voting and investment decisions with respect to securities held by Jasper Lake are made by the managers of Jasper Lake. Each of the Reporting Persons may also serve as general partner, principal or manager of certain other entities engaged in the purchasing, holding, and selling of securities for investment purposes.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On September 25, 2025, Jasper Lake, through counsel, delivered a reservation of rights letter to the Issuer, which, among other things, notified the Issuer that certain Events of Default have occurred and are continuing under the Note Purchase Agreement and informed the Issuer that the Jasper Lake reserves all rights and remedies available to it under the Note Purchase Agreement and applicable law. The Issuer has responded and disputes that any such Events of Default have occurred under the Note Purchase Agreement. In connection with the delivery of the reservation of rights of letter, Mr. Kolatch resigned from his position as a member of the Board of the Issuer effective September 30, 2025.
Item 5.	Interest in Securities of the Issuer
(a)	Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer. Items 7 through 11 and 13 of each of the cover pages of this Amendment are incorporated herein by reference. The percentages set forth herein are calculated based on (i) 62,712,602 Ordinary Shares of Bioceres Crop Solutions Corp. (the "Issuer") outstanding as March 31, 2025, as reported in the Issuer's current report on Form 6-K filed with the U.S. Securities and Exchange Commission (the "Commission") on June 20, 2025, plus (ii) 7,085,961 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.
(b)	As of September 30, 2025, the Reporting Persons held or had a right to receive an aggregate of 7,482,961 Ordinary Shares of the Issuer, which constitutes approximately 10.7% of the outstanding Ordinary Shares of the Issuer. Number of shares as to which each Reporting Person has: (i) sole power to vote or to direct the vote: See Item 7 on the cover pages hereto. (ii) shared power to vote or to direct the vote: See Item 8 on the cover pages hereto. (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover pages hereto. (iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover pages hereto. Mr. Kolatch as a principal of Jasper Lake may be deemed to exercise voting and investment power over the Ordinary Shares directly held by Jasper Lake (including Ordinary Shares into which the Note may be converted). Mr. Kolatch disclaims beneficial ownership over all securities beneficially owned by Jasper Lake, other than for the purpose of determining obligations under the Exchange Act, and the filing of this Amendment shall not be deemed an admission that Mr. Kolatch is the beneficial owner of such securities for any other purpose.
(c)	No transactions in the Ordinary Shares or securities convertible into, exercisable for, or exchangeable for Ordinary Shares were effected during the past sixty days by the Reporting Persons.
(d)	Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Ordinary Shares beneficially owned by the Reporting Persons as described in this Item 5.
(e)	Not applicable.

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.

Jasper Lake Ventures One LLC

Signature:	/s/ Noah Kolatch
Name/Title:	Noah Kolatch, Authorized Signatory
Date:	09/30/2025

Noah Kolatch

Signature:	/s/ Noah Kolatch
Name/Title:	NOAH KOLATCH
Date:	09/30/2025

FAQ

How many Bioceres (BIOX) ordinary shares do Jasper Lake and Noah Kolatch report beneficially owning?

They report an aggregate of 7,482,961 ordinary shares, representing approximately 10.7% on a diluted basis.

What portion of the reported BIOX position is currently held versus convertible?

The filing states 397,000 shares are currently held and 7,085,961 shares are issuable upon conversion of notes.

Did the reporting persons claim any defaults or take legal action against Bioceres?

Jasper Lake delivered a reservation of rights letter on September 25, 2025, asserting certain Events of Default under a Note Purchase Agreement; the issuer disputes those assertions.

Has there been any recent change in Bioceres' board related to this filing?

Yes. Noah Kolatch resigned from his position as a member of the issuer's board effective September 30, 2025.

Were there any transactions in BIOX in the 60 days before this filing?

No. The filing states no transactions in ordinary shares or securities convertible into ordinary shares were effected by the reporting persons during the past 60 days.