SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
November 25, 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) x (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) 22,604,544 | ||
| 9 |
Sole Dispositive Power 0 | ||
| 10 |
Shared Dispositive Power (see Item 5 below) 19,368,952 | ||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 22,604,544 | ||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||
| 13 |
Percent of Class Represented by Amount in Row (11) 56.1% | ||
| 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) x (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) 22,604,544 | ||
| 9 |
Sole Dispositive Power 0 | ||
| 10 |
Shared Dispositive Power (see Item 5 below) 19,368,952 | ||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 22,604,544 | ||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||
| 13 |
Percent of Class Represented by Amount in Row (11) 56.1% | ||
| 14 |
Type of Reporting Person HC | ||
CUSIP No. G1117K 114
SCHEDULE 13D
This Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2019, (as amended by Amendment No. 1 filed with the SEC on July 2, 2020 and Amendment No. 2 filed with the SEC on August 28, 2020) (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. On November 12, 2020, the Issuer (as defined below) acquired from Arcadia Biosciences Inc. (“Arcadia”) (NASDAQ: RKDA) the remaining 50% interest in Verdeca LLC (“Verdeca”), a joint venture formed by BCS Holding Inc., a wholly owned subsidiary of the Issuer, and Arcadia, and various intellectual property licenses related to soybean, wheat and other technologies (the “Transaction”). The consideration for the Transaction consisted of 1,875,000 of the Issuer’s ordinary shares and other cash consideration. The Transaction was consummated on November 12, 2020.
| 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. (“UAC”)) (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 48.03% of the issued and outstanding ordinary shares of the Issuer (19,368,952), calculated based upon 40,325,827 outstanding ordinary shares, which was derived from the sum of (i) 38,496,145 outstanding ordinary shares as of October 30, 2020 (as reported on the Issuer’s Form F-3) and (ii) 1,875,000 ordinary shares issued on November 12, 2020 pursuant to the Transaction; and minus (iii) 45,318 acquired under the buy-back program (as reported on the Issuer’s 20-F).
(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’ is Latin America’s flagship group in the non-pharma life sciences industry. The group operates investments across multiple verticals, including next-generation agricultural inputs and services, food and feed technologies, biomaterials and precision diagnostics. Group companies are science-based and benefit from Bioceres’ biotechnology and data science capabilities. Bioceres technologies are designed to help regenerate agricultural ecosystems, promote carbon neutrality, and preserve human wellness.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours).
CUSIP No. G1117K 114
(e) None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial or 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 Transaction was (i) U.S.$5 million in cash and (ii) U.S.$15 million in equity consisting of 1,875,000 common shares of the Issuer. The common shares were priced at U.S.$8 per share and are subject to a six-month lock-up period.
In addition, the Issuer will make certain post-closing payments to Arcadia, contingent on achieving certain clearances and royalty-based revenue milestones.
| Item 4. | Purpose of the Transaction |
The Transaction allows the Issuer to fully control HB4 Soy. The Issuer plans to further accelerate the commercialization of this technology , increase the number of related breeding collaborations and partnerships, and capture significantly more of HB4 Soy’s underlying economic value. The acquisition also gives the Issuer full access and control to Verdeca’s vetted library of gene-edited materials and exclusive rights to all of Arcadia’s soybean technologies. The Issuer also acquired non-exclusive license rights to Arcadia’s quality wheat traits and the Good Wheat™ brand for Latin America.
The ordinary shares owned by the Reporting Persons decreased from 21,413,286 to 19,368,952 as a result of certain transactions, under which the Reporting Persons delivered certain ordinary shares. In addition, the Reporting Persons have the shared power to vote or to direct the vote of 3,235,592 ordinary shares pursuant to the shareholders agreement described under Item 6 below, resulting in a total of 22,604,544 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, calculated based upon 40,325,827 outstanding ordinary shares, which was derived from
The sum of (i) 38,496,145 outstanding ordinary shares as of October 30, 2020 (as reported on the Issuer’s Form F-3) and (ii) 1,875,000 ordinary shares issued on November 12, 2020 pursuant to the Transaction; and minus (iii) 45,318 acquired shares under the buy-back program (as reported on the Issuer’s 20-F), are as follows:
| Bioceres LLC | ||||
| a) | Amount beneficially owned: 22,604,544 | Percentage: 56.1% | ||
| 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: | 22,604,544 | ||
| iii. | Sole power to dispose or to direct the disposition of: | 0 | ||
| iv. | Shared power to dispose or to direct the disposition of: | 19,368,952 | ||
CUSIP No. G1117K 114
| Bioceres S.A. | ||||
| a) | Amount beneficially owned: 22,604,544 | Percentage: 56.1% | ||
| 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: | 22,604,544 | ||
| iii. | Sole power to dispose or to direct the disposition of: | 0 | ||
| iv. | Shared power to dispose or to direct the disposition of: | 19,368,952 | ||
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
On March 14, 2019, UAC consummated a previously announced business combination pursuant to a share exchange agreement, dated as of November 8, 2018, 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. 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 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.
Shareholders Agreement
Prior to the consummation of the business combination, Bioceres LLC, Pedro Enrique Mac Mullen, María Marta Mac Mullen and International Property Services Corp. (“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.
CUSIP No. G1117K 114
| 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* | 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: November 25, 2020 | ||
| BIOCERES S.A. | ||
| By | /s/ Federico Trucco | |
| Name: Federico Trucco | ||
| Title: Attorney-in-fact | ||
| Date: November 25, 2020 | ||