Correspondence 0001104659-24-056300 from Bioceres Crop Solutions Corp. (BIOX) (CIK 0001769484) (BIOX)
Bioceres Crop Solutions Corp. (BIOX) (CIK 0001769484)
Date: May 2, 2024 · CIK: 0001769484 · Accession: 0001104659-24-056300
AI Filing Summary & Sentiment
File numbers found in text: 001-38836
Referenced dates: April 19, 2024
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CORRESP
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Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
Telephone (+1) 212 903 9000
Facsimile (+1) 212 903 9100
matthew.poulter@linklaters.com
May 2, 2024
Via EDGAR Submission
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Tracey Houser
Mr. Terence O’Brien
Re: Bioceres Crop Solutions Corp.
Form 20-F for Fiscal Year Ended June 30, 2023
Response Letter Dated April 19, 2024
File No. 001-38836
Ms. Houser and Mr. O’Brien:
Bioceres Crop Solutions Corp.
(the “Company”) previously submitted to the Securities and Exchange Commission (the “SEC”) on November 14,
2023, an annual report on Form 20-F for the year ended June 30, 2023 (the “Form 20-F”).
On behalf of the Company,
we are writing to respond to the comments set forth in the comment letter (the “Comment Letter”) from the staff of
the SEC (the “Staff”) dated April 19, 2024. The Company’s response below corresponds to the caption and
number of the comment received (which is reproduced below in bold).
Form 20-F for Fiscal Year Ended June 30,
2023
9. Taxation, page F-58
1. We note your response to comment 6. It is unclear how the disclosures provided clearly explain how
you calculated the income tax benefit (expense) by applying the tax rate in force in the respective countries. In this regard, you recognized
earnings before income tax of $19.1 million for fiscal year 2023 but the beginning amount for the reconciliation is a benefit of $1.3
million. As previously requested, please disclose and provide us with the specific calculations that clearly show how the beginning amount
for the reconciliation is calculated in accordance with IAS 12.81(c) for each period presented. Please also confirm that you will
also provide a comprehensive explanation in MD&A for the material factors impacting the amount of income tax benefit (expense) recognized
for each period presented including quantification of those factors.
The Company acknowledges the Staff’s
comments and will include disclosure similar to the below in its annual report on Form 20-F for the year ended June 30, 2024
and in future annual reports to be filed with the SEC:
Tax jurisdiction
Earnings before
income tax-rate
Weight average
applicable tax
rate
Income tax for
the year ended
June 30, 2023
Low or null taxation jurisdictions
29,696,082
0.0 %
-
Profit-making entities
10,484,562
34.1 %
3,577,919
Loss-making entities
(21,074,697 )
23.3 %
(4,909,463 )
19,105,947
(1,331,544 )
Tax jurisdiction
Earnings before
income tax-rate
Weight average
applicable tax
rate
Income tax for
the year ended
June 30, 2022
Low or null taxation jurisdictions
(10,954,972 )
0.0 %
-
Profit-making entities
33,448,696
34.7 %
11,591,173
Loss-making entities
(8,430,094 )
28.8 %
(2,425,147 )
14,063,630
9,166,026
Tax jurisdiction
Earnings before
income tax-rate
Weight average
applicable tax
rate
Income tax for
the year ended
June 30, 2021
Low or null taxation jurisdictions
(17,127,991 )
0.0 %
-
Profit-making entities
29,704,931
30.0 %
8,911,479
Loss-making entities
(2,046,392 )
21.0 %
(429,742 )
10,530,548
8,481,737
For the years ended June 30,
2022 and 2021, our income tax was mainly influenced by profitability in Latin American jurisdictions where the average tax rate ranges
from 30% to 35%. Profitability was mainly offset by losses in low or null taxation jurisdictions and by losses in jurisdictions where
the average tax rate ranges from 21% to 30%.
For the year ended June 30,
2023, our income tax was significantly impacted by the profitability of the Syngenta Agreement, after accounting for corporate finance
and operational expenses, which were subject to a 0% tax rate. Further, our income tax was affected by the inclusion of new jurisdictions
resulting from the closing of the business combinations during the fiscal year, in addition to low profitability in Latin American jurisdictions
resulting from adverse weather conditions.
Further, the Company confirms that it
will provide a comprehensive explanation in the Management Discussion and Analysis section of the 20-F relating to the material factors
impacting the amount of income tax benefit (expense) recognized for each period presented including quantification of those factors.
* * * * * * * *
We hope that the above has
been responsive to the Staff’s comments. Should you have any questions relating to the foregoing, please feel free to contact the
undersigned at (212) 903-9306 or matthew.poulter@linklaters.com.
Yours faithfully,
/s/ Matthew S. Poulter, Esq.
Matthew S. Poulter, Esq.