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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

Date
May 2, 2024
Author
Not clearly detected
Form
CORRESP
Company
Bioceres Crop Solutions Corp. (BIOX) (CIK 0001769484)

Letter

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,

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.

Show Raw Text
CORRESP
1
filename1.htm

    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.