SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Bioceres Crop Solutions Corp.
(Name of Issuer)
Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
G1117K 114
(CUSIP Number)
Gloria Montaron Estrada
Executive Director
Ocampo 210 bis, Predio CCT, Rosario
Province of Santa Fe, Argentina
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 2, 2020
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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 other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G1117K 114
| 1 | Names of Reporting Person.
Bioceres LLC |
| 2 | Check the Appropriate Box if a Member of a Group
(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 |
| 8 | Shared Voting Power (see Item 5 below)
23,745,721 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power (see Item 5 below)
20,684,540 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,745,721 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
65.7% |
| 14 | Type of Reporting Person
HC |
CUSIP No. G1117K 114
| 1 | Names of Reporting Person.
Bioceres S.A. |
| 2 | Check the Appropriate Box if a Member of a Group
(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
Argentina |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power (see Item 5 below)
23,745,721 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power (see Item 5 below)
20,684,540 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,745,721 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
65.7% |
| 14 | Type of Reporting Person
HC |
SCHEDULE 13D
This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2019 (the “Schedule 13D”), by Bioceres LLC and Bioceres S.A. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect.
Item 1. Security and Issuer
This statement relates to the ordinary shares, par value $0.0001 per share, of Bioceres Crop Solutions Corp. (formerly known as Union Acquisition Corp.) (the “Issuer”). The principal executive office of the Issuer is located at Ocampo 210 bis, Predio CCT, Rosario, Province of Santa Fe, Argentina. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2. Identity and Background
| (a) | This statement is filed by: |
(i) Bioceres LLC, which is the holder of record of approximately 57.3% of the issued and outstanding ordinary shares of the Issuer (20,684,540) based on the number of ordinary shares outstanding as of June 30, 2019, as reported by the Issuer in its report on Form 20-F, filed by the Issuer with the SEC on October 24, 2019; and
(ii) Bioceres S.A., the parent company of Bioceres LLC and the Issuer, and the ultimate beneficial holder of ordinary shares held by Bioceres LLC.
All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b) The address of the principal business and principal office of Bioceres LLC is 1209 Orange Street, Wilmington 19801-1120, County of New Castle. The address of the principal business and principal office of Bioceres S.A. is Ocampo 210 bis, Predio CCT, Rosario, Province of Santa Fe, Argentina.
(c) The Reporting Persons’ principal business is providing a fully-integrated crop productivity solutions, including seeds, seed traits, seed treatments, biologicals, high-value adjuvants and fertilizers and Emerging Solutions, including high value research & development, technical and advisory services.
(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 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 LLC is a Delaware limited liability company. Bioceres S.A. is a company organized under the laws of Argentina.
Item 3. Source and Amount of Funds or Other Consideration.
The consideration for the ordinary shares beneficially owned by the Reporting Persons was all the stock of BCS Holdings, Inc (a wholly owned indirect subsidiary of Bioceres LLC) and all of Bioceres LLC’s equity interest in Bioceres Semillas S.A., a majority owned subsidiary of Bioceres LLC. Additionally, the Reporting Persons have used available and uncommitted cash to purchase ordinary shares in the open market and pursuant to a put option agreement with Pedro Enrique Mac Mullen, María Marta Mac Mullen and International Property Services Corp. (“IPS”).
Item 4. Purpose of the Transaction
On March 14, 2019, Union Acquisition Corp. (“Union” or “UAC”), whose name changed to Bioceres Crop Solutions Corp., consummated the previously announced business combination pursuant to a share exchange agreement, dated as of November 8, 2018 (as amended, the “Exchange Agreement”), by and among UAC and Bioceres, Inc., a company incorporated under the laws of Delaware, which converted into Bioceres LLC pursuant to an internal reorganization, which consummated on February 28, 2019.
On February 28, 2019, UAC announced the voluntary transfer of the listing of UAC’s ordinary shares and warrants from the New York Stock Exchange (“NYSE”) to the NYSE American exchange (“NYSE American”), subject to completion of the business combination and to meeting the initial listing requirements of the NYSE American. Upon the consummation of the business combination on March 14, 2019, UAC’s name changed to Bioceres Crop Solutions Corp., and UAC’s ordinary shares and warrants commenced trading under the new symbols “BIOX” and “BIOX WS,” respectively. As consideration for the business combination, UAC issued 26,978,674 ordinary shares and 7,500,000 warrants to Bioceres LLC.
As of the date of this report, there were 12,700,000 private placement warrants outstanding (5,200,000 of which were issued in connection with Union’s initial public offering and 7,500,000 of which were issued in connection with the business combination) and 11,500,000 public warrants outstanding. Each of the 5,200,000 private warrants and 11,500,000 public warrants is exercisable for one ordinary share at an exercise price of US$11.50. Out of the 7,500,000 warrants issued in connection with the business combination, (A) 2,500,000 warrants are exercisable for ordinary shares on a one-on one basis, having a strike price of US$11.50, that will vest if and when the price of the ordinary shares trades above US$15.00 for any twenty (20) trading days within any thirty (30) trading-day period; (B) 2,500,000 warrants have a strike price of US$15.00, which will vest upon issuance; and (C) 2,500,000 warrants have a strike price of US$18.00, which will vest upon issuance.
The ordinary shares owned by the Reporting Persons have been acquired pursuant to the business combination. The Reporting Persons may make further acquisitions of the ordinary shares from time to time and, subject to certain restrictions, may dispose of any or all of the ordinary shares held by the Reporting Persons at any time depending on prevailing market conditions, other investment opportunities and other factors, subject to the relevant transfer restrictions, including the lock-up restrictions as further described in Item 6 below.
The ordinary shares owned by the Reporting Persons decreased from 26,978,674 to 20,684,540 as a result of a combination of transactions, including ordinary shares delivered by the Reporting Persons pursuant to certain stock option agreements with Draco I LATAM Corporate Income Plus SP and Biotech International Investment Holding Ltd, and ordinary shares acquired by the Reporting Persons in open market purchases and pursuant to a put option agreement with Pedro Enrique Mac Mullen, María Marta Mac Mullen and IPS. In addition, the Reporting Persons have the shared power to vote or to direct the vote of 3,061,181 ordinary shares pursuant to the shareholders agreement described under Item 6 below, resulting in a total of 23,745,721 ordinary shares beneficially owned by the Reporting Persons.
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)-(b) The aggregate number and percentage of ordinary shares beneficially owned by the Reporting Persons, outstanding as of June 30, 2019, as reported by the Issuer in its report on Form 20-F, filed by the Issuer with the SEC on October 24, 2019 are as follows:
| Bioceres LLC | ||||
| a) | Amount beneficially owned: 23,745,721 | Percentage: 65.7% | ||
| b) | Number of shares to which the Reporting Person has: | |||
| i. | Sole power to vote or to direct the vote: | 0 | ||
| ii. | Shared power to vote or to direct the vote: | 23,745,721 | ||
| iii. | Sole power to dispose or to direct the disposition of: | 0 | ||
| iv. | Shared power to dispose or to direct the disposition of: | 20,684,540 | ||
| Bioceres S.A. | ||||
| a) | Amount beneficially owned: 23,745,721 | Percentage: 65.7% | ||
| b) | Number of shares to which the Reporting Person has: | |||
| i. | Sole power to vote or to direct the vote: | 0 | ||
| ii. | Shared power to vote or to direct the vote: | 23,745,721 | ||
| iii. | Sole power to dispose or to direct the disposition of: | 0 | ||
| iv. | Shared power to dispose or to direct the disposition of: | 20,684,540 | ||
Bioceres LLC is a wholly-owned subsidiary of, and controlled by, Bioceres S.A. As a result, Bioceres S.A. may be deemed to be the ultimate beneficial owner of ordinary shares held by Bioceres LLC.
(c) None of the Reporting Persons has effected any transactions of the Issuer’s ordinary shares during the 60 days preceding the date of this report, except as described in Item 4 of this Schedule 13D 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
The summary of each agreement set forth below is qualified in its entirety by reference to the full text of such agreement, a copy of which is incorporated by reference herein as Exhibit 10.1, 10.2 and 10.3, respectively.
Amended and Restated Registration Rights Agreement
Upon the consummation of the business combination, UAC’s initial shareholders prior to the initial public offering and their affiliates, including certain directors of UAC (collectively the “restricted stockholders”) entered into an Amended and Restated Registration Rights Agreement in respect of the restricted securities held by such restricted stockholders. Pursuant to the Registration Rights Agreement, the restricted stockholders and their permitted transferees will be entitled to certain registration rights, including, among other things, customary registration rights, including demand and piggy-back rights. Additionally, the restricted stockholders have agreed not to sell, transfer, pledge or otherwise dispose of the ordinary shares they own for one year from the consummation of the business combination.
Warrant Agreement
Upon the consummation of the business combination, and in connection with the issuance of 7,500,000 warrants, Bioceres Crop Solutions Corp. and Continental Stock Transfer & Trust Company, as warrant agent, entered into a warrant agreement, pursuant to which Bioceres Crop Solutions Corp. has agreed that as soon as practicable after the consummation of the business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act of 1933, as amended, of the ordinary shares issuable upon exercise of the warrants.
Shareholders Agreement
Prior to the consummation of the business combination, Bioceres LLC, Pedro Enrique Mac Mullen, María Marta Mac Mullen and IPS entered into a shareholders agreement, pursuant to which, among other things, (i) Bioceres LLC has a right of first refusal for any transfer of ordinary shares held by Pedro Enrique Mac Mullen, María Marta Mac Mullen and IPS, (ii) each party has a tag-along right with respect to sales of ordinary shares by other parties, (iii) Bioceres LLC has a drag-along right to cause the sales of ordinary shares held by Pedro Enrique Mac Mullen, María Marta Mac Mullen and IPS in connection with a third-party offer to buy a number of ordinary shares that exceed the number of shares held by Bioceres LLC, and (iv) Pedro Enrique Mac Mullen, María Marta Mac Mullen and IPS agreed to vote in agreement with Bioceres LLC at any shareholders’ meeting during the existence of such shareholders agreement.
Item 7. Material to be Filed as Exhibits
| Exhibit 10.1 | Amended and Restated Registration Rights Agreement, dated as of March 14, 2019, by and among Bioceres Crop Solutions Corp. and the Investors named therein (Incorporated by reference to Exhibit 4.5 to Bioceres Crop Solutions Corp.’s Report on Form 20-F (File No. 001-38836), filed with the SEC on March 14, 2019) | |
| Exhibit 10.2 | Warrant Agreement, dated as of March 14, 2019, by and between Bioceres Crop Solutions Corp. and Continental Stock Transfer & Trust Company (Incorporated by reference to Exhibit 4.6 to Bioceres Crop Solutions Corp.’s Report on Form 20-F (File No. 001-38836), filed with the SEC on March 14, 2019) | |
| Exhibit 10.3* | Shareholders Agreement, dated as of March 5, 2019, by and between Bioceres LLC, Pedro Enrique Mac Mullen, María Marta Mac Mullen and International Property Services Corp. | |
| Exhibit 99.1* | Joint Filing Agreement, 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 LLC | ||
| By | /s/ Gloria Montaron Estrada | |
| Name: Gloria Montaron Estrada | ||
| Title: Manager | ||
| Date: July 2, 2020 | ||
| BIOCERES S.A. | ||
| By | /s/ Federico Trucco | |
| Name: Federico Trucco | ||
| Title: Attorney-in-fact | ||
| Date: July 2, 2020 | ||