0001996862false00019968622025-06-132025-06-13

Date of Report (date of earliest event reported)

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As previously announced, Bunge Global SA, a Swiss corporation (“Bunge”) (successor in interest to Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda), entered into a Business Combination Agreement, dated June 13, 2023 (the “Business Combination Agreement”), with Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”), Danelo Limited, a company incorporated in Jersey with registration number 119668 (“Glencore”), CPPIB Monroe Canada, Inc., a company incorporated in Canada with registration number 968142-6 (“CPPIB”), Venus Investment Limited Partnership, a limited partnership formed under the laws of the Province of Manitoba, Canada (“BCI”), and Ocorian Limited, a company incorporated in Jersey in its capacity as trustee of the Viterra Employee Benefit Trust, a trust for the benefit of certain current and former service providers of Viterra (collectively with Glencore, CPPIB and BCI, the “Sellers” and each individually, a “Seller”). Capitalized terms used but not defined in this Current Report on Form 8-K shall have the respective meanings ascribed to such terms in the Business Combination Agreement.

On June 13, 2025, Bunge and each of Glencore, CPPIB and BCI (collectively, the “Designated Sellers”) entered into an amendment to the Business Combination Agreement (the “Amendment”). Pursuant to the Amendment, and subject to the terms and conditions set forth therein, Bunge and the Designated Sellers mutually agreed to (i) set the Closing Date for the Transactions (including the Acquisition) as July 2, 2025, (ii) extend the Extended Outside Date to July 3, 2025 and (iii) subject to certain terms and conditions set forth in the Amendment, waive or deem satisfied certain conditions to the Closing of the Transactions (including the Acquisition). In addition, Bunge also agreed to waive its right to terminate the Business Combination Agreement in certain circumstances.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 2.2 hereto, and the terms of which are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 13, 2025, Bunge and the Sellers received the required approvals for the closing of the Transactions (including the Acquisition) from each of the State Administration for Market Regulation of the People’s Republic of China and the Federal Economic Competition Commission of the United Mexican States. Accordingly, all conditions to closing with respect to antitrust and foreign direct investment laws have been satisfied in accordance with the terms and conditions of the Business Combination Agreement. Subject to the satisfaction of the remaining conditions to closing, as modified by the Amendment, Bunge and the Sellers expect to consummate the Transactions (including the Acquisition) on July 2, 2025.

The information furnished under Item 7.01 in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by Bunge under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.

(d):     Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.