As filed
with the Securities and Exchange Commission on May 28, 2021
Registration No. 333-255635
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bioceres Crop
Solutions Corp.
(Exact name of registrant as specified in its charter)
The Cayman Islands
(State or other jurisdiction of
incorporation or organization)
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N/A
(I.R.S. Employer
Identification No.)
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Ocampo 210 bis, Predio
CCT, Rosario
Province of Santa Fe, Argentina
(Address of principal executive offices) (Zip code)
Employee Stock Purchase Plan
Equity Compensation Plan
Employee Stock Option Plan
Stand Alone Stock Option Grant to Kyle Bransfield
Stand Alone Stock Option Grant to Carlos Ivan Camargo de Colon
Stand Alone Stock Option Grant to Gloria Montaron Estrada
Stand Alone Stock Option Grant to Ari Freisinger
Stand Alone Stock Option Grant to Enrique Lopez Lecube
Stand Alone Stock Option Grant to Federico Trucco
Stand Alone Stock Option Grant to Jorge Wagner
Stand Alone Stock Option Grant to Geronimo Watson
Stand Alone Stock Option Grant to Natalia Zang
(Full title of the plans)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Matthew S. Poulter, Esq.
Alejandro A. Gordano, Esq.
Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
Phone: (212) 903-9000
Fax: (212) 903-9100
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Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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¨
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Accelerate filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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x
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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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-255635) (the “Amendment”) is being filed with
the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the
“Securities Act”), solely for the purpose of filing the reoffer prospectus that forms a part of this Amendment relating
to the reoffer and resale on a continuous or delayed basis, by certain directors and officers (the “Selling
Shareholders”) of Bioceres Crop Solutions Corp. (the “Company”), of up to 2,147,788 ordinary shares of the
Company, par value $0.0001 per share, acquired or to be acquired by the Selling Shareholders pursuant to the
Employee Stock Purchase Plan, the Equity Compensation Plan, the Employee Stock Option Plan, the Stand Alone Stock Option Grant to
Kyle Bransfield, the Stand Alone Stock Option Grant to Carlos Ivan Camargo de Colon, the Stand Alone Stock Option Grant to Gloria
Montaron Estrada, the Stand Alone Stock Option Grant to Ari Freisinger, the Stand Alone Stock Option Grant to Enrique Lopez Lecube,
the Stand Alone Stock Option Grant to Federico Trucco, the Stand Alone Stock Option Grant to Jorge Wagner, the Stand Alone Stock
Option Grant to Geronimo Watson or the Stand Alone Stock Option Grant to Natalia Zang, as described under the section entitled
“Selling Shareholders” therein. The reoffer prospectus contained herein has been prepared in accordance with the
requirements of General Instruction C of Form S-8 and Part I of Form F-3.
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
The information specified
in Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act
and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered
to the participant in the plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
REOFER PROSPECTUS
Bioceres Crop
Solutions Corp.
(incorporated
in the Cayman Islands)
This
reoffer prospectus (this “prospectus”) relates to the resale, from time to time, of up to 2,147,788 ordinary shares,
par value $0.0001 per share (the “ordinary shares”), of Bioceres Crop Solutions Corp., previously registered pursuant to
our registration on Form S-8 (File No. 333-255635), which we filed with the U.S. Securities and Exchange Commission (the “SEC”)
on April 30, 2021.
The ordinary shares are being
offered by the selling shareholders identified herein and we will not receive any proceeds from the sale of the securities under this
prospectus. Information regarding the selling shareholders, the number of ordinary shares that may be sold by them, and the times and
manner in which they may offer and sell the ordinary shares under this prospectus is provided under the sections titled “Selling
Shareholders” and “Plan of Distribution,” respectively. We do not know when or in what amount the selling shareholders
may offer the securities for sale. The selling shareholders may sell any, all, or none of the securities offered by this prospectus.
Our ordinary shares trade
on the Nasdaq Global Select Market under the symbol “BIOX”. The last sale price of our ordinary shares on May 27, 2021 was
$15.54 per share.
Investing in our securities
involves risks. See “Risk Factors” beginning on page 4 to read about factors you should consider before buying our securities.
Neither the Securities
and Exchange Commission nor any state or foreign securities commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Reoffer Prospectus dated May
28, 2021.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS
This prospectus relates to the reoffer and resale
of up to 2,147,788 ordinary shares that may be reoffered or resold, from time to time, by certain selling shareholders for their own account
issuable, or issued, pursuant to the Company’s Employee Stock Purchase Plan, the Equity Compensation Plan, the Employee Stock Option
Plan, the Stand Alone Stock Option Grant to Kyle Bransfield, the Stand Alone Stock Option Grant to Carlos Ivan Camargo de Colon, the Stand
Alone Stock Option Grant to Gloria Montaron Estrada, the Stand Alone Stock Option Grant to Ari Freisinger, the Stand Alone Stock Option
Grant to Enrique Lopez Lecube, the Stand Alone Stock Option Grant to Federico Trucco, the Stand Alone Stock Option Grant to Jorge Wagner,
the Stand Alone Stock Option Grant to Geronimo Watson or the Stand Alone Stock Option Grant to Natalia Zang (collectively, the “Plans
and Grants”). The selling shareholders may offer and sell any combination of the securities identified in this prospectus.
This prospectus provides you with a general description
of the securities the selling shareholders may offer. We may amend or supplement this prospectus from time to time in the future to update
the information concerning the identities of the selling shareholders, the number of ordinary shares that may be sold by each selling
shareholder and information about the ordinary shares beneficially owned by the selling shareholders. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together
with the additional information described under the headings “Risk Factors,” “Where You Can Find More Information”
and “Incorporation of Documents by Reference.”
This prospectus and any accompanying prospectus
supplement do not contain all of the information included in the registration statement as permitted by the rules and regulations of the
SEC. For further information, we refer you to the registration statement on Form S-8, including its exhibits. If you are in a jurisdiction
where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person
to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you.
You should assume that the information in this
prospectus or any prospectus supplement, as well as the information incorporated by reference in this prospectus or any prospectus supplement,
is accurate only as of the date of the documents containing the information, unless the information specifically indicates that another
date applies. Our business, financial condition, results of operations and prospects may have changed since those dates.
Wherever references are made in this prospectus
to information that will be included in a prospectus supplement, to the extent permitted by applicable law, rules or regulations, we may
instead include such information or add, update or change the information contained in this prospectus by means of a post-effective amendment
to the registration statement of which this prospectus is a part, through filings we make with the SEC that are incorporated by reference
in this prospectus or by any other method as may then be permitted under applicable law, rules or regulations.
Business Combination
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 the Reorganization
(as defined below) on February 28, 2019.
Prior to the consummation of the business combination
on March 14, 2019, the following steps took place among Bioceres, Inc. and certain of its affiliates (collectively the “Reorganization”).
On February 13, 2019, Bioceres, Inc. formed
a new subsidiary, BCS Holding Inc. (“BCS Holding”), and contributed all of its assets (including its crop business
assets) to BCS Holding in exchange for 100% of the equity interests in BCS Holding. On February 28, 2019, Bioceres, Inc. converted
into Bioceres LLC, and on March 1, 2019, Bioceres S.A., a company organized under the laws of Argentina and our ultimate parent
company (the “Parent”) contributed all of its equity interest in Bioceres Semillas S.A.U (“Bioceres
Semillas”) (its direct majority owned subsidiary) to Bioceres LLC in exchange for additional equity interests in Bioceres
LLC.
In addition, concurrently with the consummation
of the business combination on March 14, 2019, the Rizobacter Call Option (as defined below) was exercised, pursuant to which the total
indirect ownership of BCS Holding in Rizobacter increased to 80.00% of all outstanding stock of Rizobacter. On October 22, 2018, RASA Holding LLC, a Delaware limited liability company and a wholly owned subsidiary of Bioceres, Inc., now a wholly-owned subsidiary
of BCS Holding (“RASA Holding”), and Pedro Enrique Mac Mullen, María Marta Mac Mullen and International Property Services
Corp., as sellers (collectively, the “Grantors”) entered into an amended and restated option agreement (as may be amended
from time to time, the “Rizobacter Call Option Agreement”), pursuant to which the Parent, RASA Holding or any of their nominated
affiliates (including BCS Holding and its subsidiaries) would have the option (the “Rizobacter Call Option”) to purchase from
the Grantors all of their 11,916,000 shares of common stock (par value AR$1 each and 5 votes per share) of Rizobacter Argentina S.A.,
an Argentine corporation and a subsidiary of RASA Holding (“Rizobacter”), representing 29.99% of all outstanding common stock
of Rizobacter. Consideration for the Rizobacter Call Option was in cash and in the form of UAC shares (the “In-Kind Consideration”).
As a result of the business combination and the other transactions contemplated by the Exchange Agreement, as well as the Reorganization
and exercise of the Rizobacter Call Option, Union became the holding company of BCS Holding, its subsidiaries and Bioceres Semillas. Upon
the consummation of the business combination, Union changed its name to Bioceres Crop Solutions Corp.
Unless otherwise indicated or the context otherwise
requires, all references in this prospectus to “BIOX” or the “Company,” “we,” “our,” “ours,”
“us” or similar terms refer to Bioceres Crop Solutions Corp., together with its subsidiaries. The ordinary shares that may
be offered using this prospectus are referred to collectively as the securities.
SUMMARY
This summary highlights
selected information appearing elsewhere or incorporated by reference herein; it does not contain all of the information that is important
to you. You should read this prospectus, including the information incorporated by reference, in its entirety. Investors should carefully
consider the information set forth under the “Risk Factors” section.
Overview
We are a fully-integrated
provider of crop productivity technologies designed to enable the transition of agriculture towards carbon neutrality. To achieve this,
we create economic incentives for growers and other stakeholders to adopt environmentally friendly production practices. We have a unique
biotech platform with high-impact, licensed patented technologies for seeds and microbial ag-inputs, as well as next generation crop nutrition
and protection solutions. Along with our licensed HB4 – drought tolerant seed technology program, we also bring digital solutions
to support growers’ decisions and provide end-to-end traceability for production outputs. We are a global company, as our agricultural
inputs are marketed across more than 31 countries, primarily those in South America and we are well positioned with geographic exposure
to the global soybean and wheat production footprint.
Our leading infrastructure,
the success of our unique biotech platform, and a commanding presence in our key markets have made us a flagship agricultural solutions
provider, as well as the natural partner for global conglomerates, in South America.
For additional information,
see our most recent annual report for the fiscal year ended June 30, 2020 on Form 20-F, filed with the SEC on October 21, 2020 (the “Annual
Report”).
Corporate Information
Our principal executive offices
are located at Ocampo 210 bis, Predio CCT, Rosario, Santa Fe, Argentina, and our telephone number is +54 341 486-1100. We were incorporated
as an exempted company under the laws of the Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc.,
122 East 42nd Street, 18th Floor, New York, NY 10168.
RISK FACTORS
Investing in the securities
offered using this prospectus involves risk. Before you decide to buy our securities, you should carefully consider the risks described
under the heading “Risk Factors” in our Annual Report, which is incorporated herein by reference, in the applicable prospectus
supplement and in other documents incorporated by reference into this prospectus.
If any of these risks actually
occur, our business, financial condition and results of operations could suffer, and the trading price and liquidity of the securities
offered using this prospectus could decline, in which case you may lose all or part of your investment.
Please see “Where You
Can Find More Information” and “Incorporation of Documents by Reference” for information on where you can find the documents
we have filed with or furnished to the SEC and which are incorporated into this prospectus by reference.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
We make forward-looking statements
in this prospectus that are subject to risks and uncertainties. These forward-looking statements include information about possible or
assumed future results of our business, financial condition, results of operations, liquidity, anticipated growth strategies, anticipated
trends in our industry, our potential growth opportunities, plans and objectives. In some cases, you can identify forward-looking statements
by terminology such as “believe,” “may,” “might,” “will,” “consider,” “estimate,”
“continue,” “anticipate,” “intend,” “target,” “project,” “contemplate,”
“should,” “plan,” “expect,” “predict,” “potential,” or the negative of these
terms or other similar terms or expressions. The statements we make regarding the following matters are forward-looking by their nature:
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our ability to develop and commercialize biotechnology products and crop productivity technologies;
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our ability to maintain our joint venture agreements with our current partners;
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the success of the HB4 technology that we license and that remains subject to receipt of regulatory approval
in jurisdictions other than Argentina;
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our or our collaborators’ ability to develop commercial products that incorporate our licensed seed
traits and complete the regulatory approval process for such products;
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our expectations regarding the commercial value of our key products in yield and abiotic stress and biotic
stress;
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our expectations regarding regulatory approval of products developed or licensed by us, our joint ventures
and third-party collaborators;
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our ability to adapt to continuous technological change in our industry;
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our expectations that products containing our licensed seed traits will be commercialized and we will
earn royalties from the sales of such products;
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our expectations to accelerate the Microstar ramp up, our leading brand in micro-granulated fertilizers;
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our expectations regarding the future growth of the global agricultural, agricultural biotechnology, biological-based
chemical and agro-industrial biotechnology markets;
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our ability to develop and exploit a proprietary channel for the sale of our licensed biotechnology products;
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our compliance with laws and regulations that impact our business and changes to such laws and regulations;
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our ability to assemble, store, integrate and analyze significant amounts of public and proprietary data;
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our ability to respond to health epidemics and other outbreaks, such as COVID-19, including responses
by governmental bodies or regulators;
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the impact of COVID-19 on the economy, our customers, employees and vendors as well as on our business,
financial condition and results of operations;
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our ability to maintain our licensing arrangements for the products that we commercialize; and
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various other factors, including without limitation those described under “Risk Factors.”
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The preceding list is not
intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions,
and expectations of future performance, taking into account the information currently available to us. These statements are only predictions
based upon our current expectations and projections about future events. There are important factors that could cause our actual results,
levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements
expressed or implied by the forward-looking statements.
You should not rely upon
forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected
in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly
any forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to
changes in our expectations.
ENFORCEMENT OF CIVIL LIABILITIES
We are incorporated under the laws of Cayman Islands.
Substantially all of our and our subsidiaries’ assets are located outside the United States. Substantially all of our directors
and officers and certain advisors named in this prospectus reside in Argentina. As a result, it may not be possible for investors to effect
service of process within the United States upon such persons or to enforce against them or us in United States courts judgments predicated
upon the civil liability provisions of the federal securities laws of the United States.
We have been advised by our Argentine counsel,
Marval O’Farrell Mairal, of the uncertainty in terms of extent and timeliness for enforceability of liabilities predicated solely
upon the federal securities laws of the United States in original actions in Argentine courts as compared to actions brought in a United
States or other non-Argentine court, as well as with respect to the enforceability of judgments of United States courts in Argentine courts
that were obtained in actions against us or the persons described above, that were predicated upon the civil liability provisions of the
federal securities laws of the United States and which will be subject to compliance with certain requirements under Argentine law mentioned
below, including the condition that any such judgment does not violate Argentine public policy (orden público).
If enforcement of a judgment issued by a U.S.
court is sought before federal courts or courts with jurisdiction in commercial matters of the City of Buenos Aires, such judgment will
be recognized and enforced by the courts in Argentina, provided that the requirements set out in Articles 517 through 519 of the Argentine
Federal Civil and Commercial Procedure Code are met. Such requirements are as follows: (1) the judgment, which must be valid and final
in the jurisdiction where rendered, was issued by a competent court in accordance with the Argentine principles regarding international
jurisdiction and resulted from a personal action, or an in rem action with respect to personal property which was transferred to Argentine
territory during or after the prosecution of the foreign action, (2) the defendant against whom enforcement of the judgment is sought
was personally served with the summons and, in accordance with due process of law, was given an opportunity to defend against the foreign
action, (3) the authenticity of the judgment must be established in accordance with the requirements of Argentine law, (4) the judgment
does not violate the principles of public policy of Argentine law, and (5) the judgment is not contrary to a prior or simultaneous judgment
of an Argentine court. Any document in a language other than Spanish (including, without limitation, the foreign judgment and other documents
related thereto) requires filing with the relevant court of a duly legalized translation by a sworn public translator into the Spanish
language. Any public document issued in any country other than Argentina must be duly legalized before the competent Argentine Consulate
and before the Ministry of Foreign Relations of Argentina, or if such country is part of the Convention Abolishing the Requirement of
Legalization for Foreign Public Documents adopted at The Hague on October 5, 1961, must bear the “Apostille” provided in such
Convention.
Enforcement of foreign judgments before the provincial
courts of the Province of Santa Fe would be recognized provided that the requirements of Articles 269 through 271 of the Procedure Code
of the Province of Santa Fe (approved by Law No. 5,531, as amended) are met as follows: (1) the judgment must not invalidate the jurisdiction
of the Argentine courts; (2) if the defendant was domiciled in Argentina, the judgment must have not been issued as a default judgment;
(3) the judgment must be valid according to Argentine law and must not violate the principles of public policy (public order) in Argentina;
(4) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements
of Argentine law; (5) if the jurisdiction where the judgment was rendered includes any additional requirement to enforce judgments rendered
in Argentina, the judgment must also comply with such additional requirements; and (6) judgments rendered in Argentina must be enforceable
in the jurisdiction where the judgment was rendered. Petition for enforcement shall be accompanied by authenticated copy of the relevant
foreign laws evidencing satisfaction of the requirements described above, as applicable, duly translated by a sworn public translator
into the Spanish language. Any public document issued in any country other than Argentina must be duly legalized before the competent
Argentine Consulate and before the Ministry of Foreign Relations of Argentina, or if such country is part of the Convention Abolishing
the Requirement of Legalization for Foreign Public Documents adopted at The Hague on October 5, 1961, must bear the “Apostille”
provided in such Convention.
The filing of claims with the Argentine
judicial system is subject to the payment of a court tax to be paid by the person filing a claim. Such tax rate varies from one
jurisdiction to another (the current court tax in the courts sitting in the City of Buenos Aires is levied at a rate of 3% of the
amount claimed, in conformity with Article 2 of Argentine Law No. 23,898; the current court tax in the courts sitting in the
Province of Santa Fe is also levied, for ordinary proceedings, at a rate of 3% of the amount claimed, in conformity with Articles 35
and 36 of Santa Fe Province Tax Law No. 3,650. Furthermore, pursuant to Argentine Law No. 26,589 (as amended), certain mediation
procedures must be exhausted prior to the initiation of lawsuits in Argentina (with the exception, among others, of bankruptcy and
executory proceedings, which executory proceedings include the enforcement of foreign judgments, in which case mediation procedures
remain optional for the plaintiff). A similar procedure, that is optional for the party trying to enforce a judgment obtained abroad
in the Province of Santa Fe, may be followed as provided by Provincial Law No. 13,151 and its regulatory Decree No. 1747/2011 of the
Province of Santa Fe. Enforcement of claims in Argentina may become limited by statute of limitations or the lapse of time.
Subject to compliance with Article 517 of the
Argentine Federal Civil and Commercial Procedure Code or Article 269 of the Procedure Code of the Province of Santa Fe, as described above,
a judgment against us or the persons described above and obtained outside Argentina would be enforceable in Argentina without reconsideration
of the merits.
Pursuant to Articles 102 through 104 of the Argentine
Law No. 27,449, awards issued by foreign arbitral tribunals will be recognized and enforced by the courts in Argentina except where: (i)
at the instance of either party, the court finds that (1) one of the parties to the arbitration clause was legally incapacitated; (2)
the arbitral clause was not valid under the law elected by the parties or otherwise by the law of the jurisdiction where the award was
granted; (3) the party against whom the award is enforced was not served notice of the appointment of the arbitrators or of the arbitration
proceedings or otherwise did not have the opportunity to defend; (4) the award refers to issues not submitted to arbitration or exceeds
the terms of the arbitration clause; (5) the appointment of the arbitral tribunal or the arbitration procedure did not comply with the
arbitration clause or with the laws of the jurisdiction where the arbitration took place; or (6) the award is not yet enforceable or was
suspended or annulled by a court of the jurisdiction where granted; or (ii) the court finds that: (1) the claim may not be submitted to
arbitration under Argentine law; or (2) the recognition and enforcement of the award would violate the principles of international public
policy under Argentine law.
Enforcement of claims and foreign judgments and
submission to arbitration and enforcement of awards in Argentina are limited by bankruptcy, insolvency, reorganization, out of court restructuring,
moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights.
If insolvency proceedings are commenced in Argentina,
the admission of creditors whose claims are payable outside Argentina and which do not belong to a foreign insolvency proceeding (whether
because no such proceedings have been initiated or commenced or otherwise) is conditional upon submission of evidence that, reciprocally,
a creditor whose claim is payable in Argentina may be allowed and paid pari passu in insolvency proceedings commenced in the country
where the claim of the former is payable; provided, however, that if bankruptcy is also declared outside Argentina, any creditors who
made a filing in the foreign bankruptcy proceedings will only be entitled to claim against the balance of assets remaining in Argentina,
once all creditors in the bankruptcy proceedings in Argentina have been paid in full.
We have been further advised by our Argentine
counsel that the ability of a judgment creditor or the other persons named above to satisfy a judgment by attaching certain assets of
ours, or of any of our directors, our executive officers and/or the advisors named in this prospectus, respectively, may be limited by
provisions of Argentine law.
The Cayman Islands has a different body of securities
laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing
to sue before the Federal courts of the United States.
We have been advised by our Cayman Islands
legal counsel, Maples and Calder (Cayman) LLP, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us
judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United
States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon
the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed
by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of
judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a
foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign
court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions
are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a
liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of
the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is,
contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to
be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought
elsewhere.
CAPITALIZATION
Our capitalization will be set forth in a prospectus
supplement to this prospectus or in a report of foreign private issuer on Form 6-K subsequently furnished to the SEC and specifically
incorporated herein by reference.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus
are offering up to 2,147,788 ordinary shares through this prospectus, representing ordinary shares that have been issued to the selling
shareholders, or are issuable upon exercise of options granted to the selling shareholders, pursuant to the Plans and Grants.
The following table sets forth, as of the date
of this prospectus:
· the name of each selling shareholder;
· the number of ordinary shares beneficially
owned by the selling shareholders prior to the offering;
· the number of ordinary shares that may
be offered by each selling shareholders hereby; and
· the number of ordinary shares and the
percentage of ordinary shares to be beneficially owned by each selling shareholder after the offering (assuming all of the ordinary shares
are sold by such selling shareholder).
We may amend or supplement this prospectus from
time to time in the future to update the information concerning the identities of the selling shareholders, the number of ordinary shares
that may be sold by each selling shareholder and information about the ordinary shares beneficially owned by the selling shareholders.
This table was prepared solely based on information
supplied to us by Continental Stock Transfer & Trust Company, as transfer agent, the listed selling shareholders and any Schedules
13D or 13G filed by the selling shareholders with the SEC, and assumes the sale of all of the securities offered hereby. The selling shareholders
may sell all, some or none of their shares in this offering. See the disclosure under the heading “Plan of Distribution” elsewhere
in this prospectus. The selling shareholders identified in the table below may have sold, transferred or otherwise disposed of some or
all of their shares since the date of this prospectus in transactions exempt from or not subject to the registration requirements of the
Securities Act. Information concerning the selling shareholders may change from time to time and, if necessary and required, we will amend
or supplement this prospectus accordingly.
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Prior to the
offering
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Offered Hereby
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After the Offering
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Shareholder
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Ordinary
Shares
Beneficially
Owned
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Ordinary
Shares
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Ordinary
Shares
Beneficially
Owned
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Beneficial
Ownership
Percentage(1)
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Federico Trucco (2)
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546,972
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546,972
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Enrique Lopez Lecube (3)
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276,310
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274,605
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1,705
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*
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Geronimo Watson (4)
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220,798
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204,912
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|
|
|
15,886
|
|
|
|
*
|
|
Gloria Montaron Estrada (5)
|
|
|
301,056
|
|
|
|
290,000
|
|
|
|
11,056
|
|
|
|
*
|
|
Jorge Wagner (6)
|
|
|
203,455
|
|
|
|
203,455
|
|
|
|
—
|
|
|
|
—
|
|
Ricardo Yapur (7)
|
|
|
115,091
|
|
|
|
110,934
|
|
|
|
4,157
|
|
|
|
*
|
|
Alejandro Villafañe (8)
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
—
|
|
|
|
—
|
|
Mariano Curia (9)
|
|
|
55,955
|
|
|
|
55,955
|
|
|
|
—
|
|
|
|
—
|
|
Pedro Mac Mullen (10)
|
|
|
941,419
|
|
|
|
55,955
|
|
|
|
885,464
|
|
|
|
2.1
|
%
|
Carlos Ivan Camargo de Colon (11)
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
—
|
|
|
|
—
|
|
Natalia Zang (12)
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
—
|
|
|
|
—
|
|
Kyle Bransfield (13)
|
|
|
348,796
|
|
|
|
100,000
|
|
|
|
248,796
|
|
|
|
*
|
|
Ari Freisinger (14)
|
|
|
115,107
|
|
|
|
100,000
|
|
|
|
15,107
|
|
|
|
*
|
|
Notes:—
* Less than 1%.
|
(1)
|
Applicable percentages are based on 41,013,911 shares of ordinary shares outstanding as of May 27,
2021, adjusted as required by rules of the Commission. Beneficial ownership is determined under the rules of the Commission and
generally includes voting or investment power with respect to securities. Ordinary shares underlying options and warrants
and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for
computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any
other person. Unless otherwise indicated in the footnotes to this table, we believe that each of the shareholders named in the table
has sole voting and investment power with respect to the ordinary shares indicated as beneficially owned by them. The
table includes only vested options, or options that have or will vest and become exercisable within 60 days
|
|
(2)
|
Federico Trucco is the Chief Executive Officer and Executive Director.
|
|
(3)
|
Enrique Lopez Lecube is the Chief Financial Officer and Executive
Director.
|
|
(4)
|
Geronimo Watson is the Chief Technology Officer.
|
|
(5)
|
Gloria Montaron Estrada is the Executive Director.
|
|
(6)
|
Jorge Wagner is the Chief Operating Officer.
|
|
(7)
|
Richard Yapur is the Managing Director of Rizobacter Argentina S.A.
|
|
(8)
|
Alejandro Villafañe is the Reporting Manager.
|
|
(9)
|
Mariano Curia is the Chief Sales Officer.
|
|
(10)
|
Pedro Mac Mullen is the Chief Marketing Officer.
|
|
(11)
|
Carlos Ivan Camargo de Colon is a non-Executive Director.
|
|
(12)
|
Natalia Zang is a non-Executive Director.
|
|
(13)
|
Kyle Bransfield is a non-Executive Director and includes shares held by Union Acquisition Associates, LLC, an entity controlled by
Mr. Bransfield.
|
|
(14)
|
Ari Freisinger is a non-Executive Director.
|
Other than as described in this prospectus or
in documents incorporated by reference herein, the selling shareholders have not within the past three years had any position, office,
or other material relationship with us or any of our predecessors or affiliates other than as a holder of our securities. None of the
selling shareholders is a broker-dealer or an affiliate of a broker-dealer.
USE OF PROCEEDS
We will not receive any proceeds from the sale
of ordinary shares to be offered by any of the selling shareholders pursuant to this prospectus and the applicable prospectus supplement.
DESCRIPTION OF SHARE CAPITAL
We
are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of
association ("Articles"), the Companies Act (As Revised) of the
Cayman Islands (the "Companies Act") and the common law of the Cayman Islands.
The following description summarizes certain terms of our shares as set out more particularly in our Articles. Because it is only a
summary, it may not contain all the information that is important to you.
Share Capital
As of the date of this prospectus, we had (i)
100,000,000 ordinary shares ($0.0001 par value) authorized, (ii) 41,087,803 ordinary shares issued and outstanding, (iii) 1,000,000 preference
shares ($0.0001 par value) authorized, (iv) no preference shares issued and outstanding, (v) $42.5 million principal amount of Notes (vi)
1,300,000 stock options granted under share option agreements, and (vii) 829,468 ordinary shares reserved under our equity compensation
plans. Holders of the ordinary shares are entitled to one vote for each ordinary share.
Objects
Our Articles state that the objects for which
the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited
by the laws of the Cayman Islands.
Directors
Our Articles do not restrict a director’s
power to vote in respect of any contract or transaction in which he is interested (provided that the nature of the interest of any director
in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon), vote on compensation
to themselves or any other members of their body in the absence of an independent quorum or exercise borrowing powers. There is no mandatory
retirement age for our directors and our directors are not required to own securities of the Company in order to serve as directors.
Ordinary Shares
Holders of ordinary shares are entitled to receive
ratable dividends when and if declared by our board of directors out of funds legally available therefor, subject to any rights of any
outstanding series of preference shares.
Upon our winding up, liquidation and dissolution
and after payment in full of all amounts required to be paid to creditors and to the holders of preference shares having liquidation preferences,
if any, holders of ordinary shares will be entitled to receive pro rata our remaining assets available for distribution.
The rights, powers and privileges of holders of
our ordinary shares are subject to those of holders of any shares of our preference shares or any other series or class of shares we may
authorize and issue in the future.
Our ordinary shares are not subject to any sinking
fund. All of our issued shares are fully paid up and none of our shareholders are liable for further capital calls. There are no provisions
in the Articles that discriminate against any existing or prospective holder of our ordinary shares as a result of such shareholder owning
a substantial number of shares.
Preference Shares
Our Articles authorize 1,000,000 preference
shares and provide that preference shares may be issued from time to time in one or more series. Our board of directors will be
authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other
special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of
directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely
affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of
our board of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring or
preventing a change of control of us or the removal of existing management. We have no preference shares outstanding at the date
hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in
the future. No preference shares are being issued or registered in this offering.
Voting, Appointment of Directors
Voting Power
Except as otherwise required by law or as otherwise
provided in any certificate of designation for any series of preference shares, the holders of BIOX ordinary shares will possess all voting
power for the appointment of our directors and all other matters requiring shareholder action and will at all times vote together as one
class on all matters submitted to a vote of the shareholders of BIOX. Holders of BIOX ordinary shares will be entitled to one vote for
each share held of record on all matters on which shareholders are entitled to vote generally, including the appointment or removal of
directors. Holders of BIOX ordinary shares will not have cumulative voting rights in the appointment of directors.
Preemptive or Other Rights
There will be no sinking fund or redemption provisions
applicable to BIOX shares.
Appointment of Directors
Our board consists of seven directors. Each of
our directors will have a term that expires at BIOX’s annual general meeting in 2021, or until their respective successors are duly
appointed and qualified, or until their earlier resignation, removal or death. There will be no cumulative voting with respect to the
appointment of directors, with the result that directors will be appointed by a majority of the votes cast at an annual general meeting
of BIOX.
General Meetings
At least five clear days’ notice are required
to be given of any general meeting, which notice shall specify the place, the day and the hour of the meeting and the general nature of
the business to be conducted at the general meeting. No business will be transacted at any general meeting unless a quorum is present.
The holders of a majority of the shares being individuals present in person or by proxy or if a corporation or other non-natural person
by its duly authorized representative or proxy shall be a quorum. If a quorum is not present within half an hour from the time appointed
for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a shareholders’
request, will be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place
or to such other day, time and/or place as the directors may determine, and if at the adjourned meeting a quorum is not present within
half an hour from the time appointed for the meeting to commence, the shareholders present will be a quorum.
Annual General
Meetings
Any annual general meeting will be held at such
time and place as the directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered
Office on the second Wednesday in October of each year at ten o’clock in the morning. At these meetings the report of the directors
(if any) shall be presented. Shareholders seeking to bring business before the annual general meeting or to nominate candidates for appointment
as directors at the annual general meeting must deliver notice to the principal executive offices of the Company not later than the close
of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general
meeting.
Extraordinary
General Meetings
All general meetings other than annual general
meetings are extraordinary general meetings. Shareholders holding not less than 10% in par value of the issued ordinary shares with voting
rights can request, and the directors shall convene, extraordinary general meetings. Such shareholders’ request must state the objects
of the meeting and must be signed by the requesting shareholders and deposited at the Registered Office.
If there are no directors as at the date of the
deposit of the shareholders’ request or if the directors do not within twenty-one days from the date of such request duly proceed
to convene a general meeting to be held within a further twenty-one days, the requesting shareholders, or any of them representing more
than 50% of the total voting rights of all of the requesting shareholders, may themselves convene a general meeting, but any meeting so
convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period.
Our Articles do not contain any provisions that
would have an effect of delaying, deferring or preventing a change in control of our Company. Our Articles provide that the Company shall
have the power to merge or consolidate with one or more other constituent companies (as defined in the Companies Act) upon such terms
as our directors may determine and (to the extent required by the Companies Act) with the approval of a Special Resolution.
Our Articles do not contain any provisions governing
the ownership threshold above which shareholder ownership must be disclosed.
Our Articles are not significantly different from
the requirements of the Companies Act and the conditions imposed by our Articles governing changes in capital are not more stringent than
what is required by the Companies Act.
Secured Convertible Promissory Notes due 2023
On March 6, 2020, we issued $42.5 million Notes
in a private placement. The Notes will mature on March 6, 2023 unless earlier converted or repurchased. The conversion price of the Notes
is $8.00 per share (the “Strike Price”). The Notes are convertible into cash, ordinary shares or a combination of cash and
shares at the holders’ option upon maturity or the occurrence of a change of control. At any time prior to maturity, we may elect
to convert the Notes into ordinary shares through a mandatory conversion, provided that our free float exceeds $100 million and the share
price has traded above the Strike Price for 10 consecutive days.
The Notes are guaranteed by cash flows from Rizobacter’s
Brazilian subsidiary and secured by a pledge on Rizobacter’s Argentine subsidiary shares, among others. The Notes accrue interest
payable semi-annually beginning on June 15, 2020 at a rate of 11.5% per year payable in cash or in kind at our option. Payments in kind
will be capitalized by adding such interest to the outstanding principal amount of the Notes on each corresponding interest payment date.
A make-whole premium equal to 18.26% of the outstanding principal amount (less interest previously paid in cash or in kind) will be accrued
to the extent holders have not received 18 months of interest payments and we have elected to execute a mandatory conversion. Holders
have registration rights with respect to the underlying shares subject to conversion.
Equity Compensation Plans
Reference is made to the Employee Stock Purchase
Plan, the Equity Compensation Plan, the Employee Stock Option Plan, the Stand Alone Stock Option Grant to Kyle Bransfield, the Stand Alone
Stock Option Grant to Carlos Ivan Camargo de Colon, the Stand Alone Stock Option Grant to Gloria Montaron Estrada, the Stand Alone Stock
Option Grant to Ari Freisinger, the Stand Alone Stock Option Grant to Enrique Lopez Lecube, the Stand Alone Stock Option Grant to Federico
Trucco, the Stand Alone Stock Option Grant to Jorge Wagner, the Stand Alone Stock Option Grant to Geronimo Watson or the Stand Alone Stock
Option Grant to Natalia Zang, filed as exhibits on our Registration Statement on Form S-8 (File No. 333-255635).
Principal Differences between Cayman Islands
and U.S. Corporate Law
The Companies Act was modeled originally
after similar laws in England and Wales but does not follow subsequent statutory enactments in England and Wales. In addition, the
Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the
significant differences between the provisions of the Companies Act applicable to BIOX and the laws applicable to companies
incorporated in the United States and their shareholders.
Mergers and Similar Arrangements
The Companies Act permits mergers and consolidations
between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies.
For these purposes, (a) “merger”
means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies
as the surviving company and (b) a “consolidation” means the combination of two or more constituent companies into a
consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company. In order
to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation,
which must then be authorized by (a) a special resolution of the shareholders of each constituent company; and (b) such other
authorization, if any, as may be specified in such constituent company’s Articles of Association. The plan must be approved by the
directors of each constituent company and filed with the Registrar of Companies together with a declaration as to: (1) the solvency
of the consolidated or surviving company, (2) the merger or consolidation is bona fide and not intended to defraud unsecured creditors
of the constituent companies; (3) no petition or other similar proceeding has been filed and remains outstanding and no order or
resolution to wind up the company in any jurisdiction, (4) no receiver, trustee, administrator or similar person has been appointed
in any jurisdiction and is acting in respect of the constituent company, its affairs or property, (5) no scheme, order, compromise
or similar arrangement has been entered into or made in any jurisdiction with creditors; (6) a list of the assets and liabilities
of each constituent company; (7) the non-surviving constituent company has retired from any fiduciary office held or will do so;
(8) that the constituent company has complied with any requirements under the regulatory laws, where relevant; and (9) an undertaking
that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and published
in the Cayman Islands Gazette.
Dissenting shareholders have the right to be paid
the fair value of their shares (which, if not agreed between the parties, may be determined by the Cayman Islands’ court) if they
follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected
in compliance with these statutory procedures.
In addition, there are statutory provisions that
facilitate the reconstruction and amalgamation of companies, provided that the arrangement in question is approved by a majority in number
of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths
in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy
at a meeting, or meetings convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned
by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the
transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:
|
•
|
BIOX is not proposing to act illegally or ultra vires and the statutory provisions as to majority vote have been complied with;
|
|
•
|
the shareholders have been fairly represented at the meeting in question;
|
|
•
|
the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest;
and
|
|
•
|
the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount
to a “fraud on the minority.”
|
When a takeover offer is made and accepted by
holders of 90.0% in value of the shares affected within four months, the offeror may, within a two-month period, require the holders of
the remaining shares to transfer such shares on the terms of the offer. An objection may be made to the Grand Court of the Cayman Islands
but is unlikely to succeed unless there is evidence of fraud, bad faith or collusion.
If the arrangement and reconstruction are thus
approved, any dissenting shareholders would have no rights comparable to appraisal rights, which might otherwise ordinarily be available
to dissenting shareholders of U.S. corporations and allow such dissenting shareholders to receive payment in cash for the judicially determined
value of their shares.
Shareholders’ Suits
Class actions are not recognized in the Cayman
Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar. However, a class
action suit could nonetheless be brought in a U.S. court pursuant to an alleged violation of U.S. securities laws and regulations.
In principle, BIOX itself would normally be the
proper plaintiff and as a general rule, whilst a derivative action may be initiated by a minority shareholder on behalf of BIOX in a Cayman
Islands court, such shareholder will not be able to continue those proceedings without the permission of a Grand Court judge, who will
only allow the action to continue if the shareholder can demonstrate that BIOX has a good case against the defendant, and that it is proper
for the shareholder to continue the action rather than the Company’s board of directors. Examples of circumstances in which derivative
actions would be permitted to continue are where:
|
•
|
a company is acting or proposing to act illegally or beyond the scope of its authority;
|
|
•
|
the act complained of, although not beyond the scope of its authority, could be effected duly if authorized by more than a simple
majority vote that has not been obtained; and
|
|
•
|
those who control the company are perpetrating a “fraud on the minority.”
|
Corporate Governance
Cayman Islands law restricts transactions between
a company and its directors unless there are provisions in the Articles of Association which provide a mechanism to alleviate possible
conflicts of interest. Additionally, Cayman Islands law imposes on directors’ duties of care and skill and fiduciary duties to the
companies which they serve. Under our Articles, a director is at liberty to vote in respect of any contract or transaction in which he
is interested, provided that the nature of the interest of any director in any such contract or transaction is disclosed by him at or
prior to its consideration and any vote thereon. The interested director shall be counted in the quorum at such meeting and the resolution
may be passed by a majority of the directors present at the meeting.
We are a “controlled company”
under the Nasdaq rules. Controlled companies under the Nasdaq rules are companies of which more than 50% of the voting power for the
election of directors is held by an individual, a group or another company. The Parent controls more than 50% of the voting power of
Bioceres Crop Solutions’ shares and, as a result, under the Nasdaq’s current listing standards, Bioceres Crop Solutions
qualifies for and intends to rely on the controlled company exception under the corporate governance rules of the Nasdaq. As a
controlled company, Bioceres Crop Solutions is not required to have (1) a majority of “independent directors” on its
board of directors or (2) a compensation committee and a nominating and governance committee, although we have established a
compensation committee and a nominating and governance committee, the majority of which consists of independent directors.
Borrowing Powers
BIOX’s directors may exercise all the powers
of BIOX to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any
part thereof and to issue debentures, debenture shares, mortgages, bonds and other such securities whether outright or as security for
any debt, liability or obligation of BIOX or of any third party. Such powers may be varied by a special resolution under Cayman Islands
law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting
of the company.
Indemnification of Directors
and Executive Officers and Limitation of Liability
The Companies Act does not limit the extent to
which a company’s Articles of Association may provide for indemnification of directors and officers, except to the extent that it
may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the
consequences of committing a crime. Our Articles provide that we shall indemnify and hold harmless our directors and officers against
all actions, proceedings, costs, charges, expenses, losses, damages, liabilities, judgments, fines, settlements and other amounts incurred
or sustained by such directors or officers, other than by reason of such person’s dishonesty, willful default or fraud, in or about
the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge
of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses,
losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil, criminal or other
proceedings concerning BIOX or our affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally
the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to BIOX’s directors, officers or persons controlling the Company under the foregoing provisions,
we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Directors’ Fiduciary
Duties
Under Cayman Islands law, directors and officers
owe the following fiduciary duties:
(i) duty
to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
(ii) duty
to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
(iii) directors
should not improperly fetter the exercise of future discretion;
(iv) duty
to exercise powers fairly as between different sections of shareholders;
(v) duty
not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
(vi) duty
to exercise independent judgment.
In addition to the above, directors also owe a
duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having
both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried
out by that director in relation to the company and the general knowledge skill and experience of that director.
As set out above, directors have a duty not to
put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of
their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance
by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum
and articles of association or alternatively by shareholder approval at general meetings.
A general notice may be given to the board of
directors to the effect that (1) the director is a member, director or officer of, or otherwise affiliated with, a specified company
or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company
or firm; or (2) he or she is to be regarded as interested in any contract or arrangement which may after the date of the notice to
the board of directors be made with a specified person who is connected with him or her, will be deemed sufficient declaration of interest.
This notice shall specify the nature of the interest in question. Following the disclosure being made pursuant to our Articles and subject
to any separate requirement under applicable law or the listing rules of the NYSE, and unless disqualified by the chairman of the relevant
meeting, a director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum
at the meeting.
In comparison, under Delaware corporate law, a
director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty
of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent
person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders,
all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in
a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position
for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation
and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the
shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the
honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence
of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must
prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
Shareholder Proposals
Under the Delaware General Corporation Law, a
shareholder has the right to put any proposal before the annual general meeting, provided it complies with the notice provisions in the
governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the
annual general meeting, but Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided
that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board
of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special
meetings.
The Companies Act provides shareholders with only
limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general
meeting. However, these rights may be provided in a company’s Articles of Association. Our Articles provide that upon the requisition
of one or more shareholders representing not less than one-third of the voting rights entitled to vote at general meetings, the board
will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. The Articles of Association
provide no other right to put any proposals before annual general meetings or extraordinary general meetings.
Cumulative Voting
Under the Delaware General Corporation Law,
cumulative voting for appointments of directors is not permitted unless the corporation’s certificate of incorporation
specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of
directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director,
which increases the shareholder’s voting power with respect to appointing such director. As permitted under Cayman Islands
law, our Articles do not provide for cumulative voting. As a result, the shareholders of BIOX are not afforded any less protections
or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors
The office of a director shall be vacated automatically
if, among other things, he or she (1) becomes prohibited by law from being a director, (2) becomes bankrupt or makes an arrangement
or composition with his creditors, (3) dies or is in the opinion of all his co-directors, incapable by reason of mental disorder
of discharging his duties as director (4) resigns his office by notice to us or (5) has for more than six months been absent
without permission of the directors from meetings of the board of directors held during that period, and the remaining directors resolve
that his/her office be vacated.
Transaction with Interested
Shareholders
The Delaware General Corporation Law provides
that; unless the corporation has specifically elected not to be governed by this statute, it is prohibited from engaging in certain business
combinations with an “interested shareholder” for three years following the date that this person becomes an interested shareholder.
An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting
shares or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting
shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the
target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on
which the shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction
which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate
the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute.
As a result, BIOX cannot avail itself of the types of protections afforded by the Delaware business combination statute. However, although
Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that the board of
directors owe duties to ensure that these transactions are entered into bona fide in the best interests of the company and for a proper
corporate purpose and, as noted above, a transaction may be subject to challenge if it has the effect of constituting a fraud on the minority
shareholders.
Dissolution; Winding Up
Under the Delaware General Corporation Law, unless
the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting
power of the corporation. If the dissolution is initiated by the board of directors, it may be approved by a simple majority of the corporation’s
outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement
in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the
courts of the Cayman Islands or by a special resolution of its members or, if the company resolves by ordinary resolution that it be wound
up because it is unable to pay its debts as they fall due. The court has authority to order winding up in a number of specified circumstances
including where it is, in the opinion of the court, just and equitable to do so.
Under the Companies Act, BIOX may be wound up,
liquidated and dissolved by a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least
two-thirds of the shareholders who attend and vote at a general meeting of the company. Our Articles also give its board of directors
authority to petition the Cayman Islands Court to wind up BIOX.
Variation of Rights of Shares
Under the Delaware General Corporation Law, a
corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of that class, unless
the certificate of incorporation provides otherwise. Under our Articles, if the share capital is divided into more than one class of
shares, the rights attached to any class may only be varied with the written consent of the holders of two-thirds of the shares of
that class or the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
Also, except with respect to share capital (as
described above), alterations to our Articles may only be made by special resolution under Cayman Islands law, which requires the affirmative
vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a
corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved
by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding
shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors.
Under Cayman Islands law, our Articles generally
(and save for certain amendments to share capital described in this section) may only be amended by special resolution under Cayman Islands
law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting
of the company.
Rights of Non-Resident or Foreign
Shareholders
There are no limitations imposed by our Articles
on the rights of non-resident or foreign shareholders to hold or exercise voting rights on BIOX’s shares. In addition, there are
no provisions in the Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.
TAXATION
Tax considerations relating to the ownership and
disposition of any of the securities offered by this prospectus will be set forth in the applicable prospectus supplement relating to
the offering of those securities.
PLAN OF DISTRIBUTION
Any selling shareholders may sell the securities
offered by this prospectus:
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through or to underwriters;
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directly to purchasers; or
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through a combination of these methods.
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The prospectus supplement relating to any offering
will identify or describe:
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any underwriters, dealers or agents;
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the purchase price of the securities;
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the public offering price of the securities;
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any discounts or concessions allowed or reallowed; and
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confirm any exchange on which the securities will be listed, if any.
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Underwriters
If any selling shareholders use underwriters in
the sale, the selling shareholders will enter into an underwriting agreement, and a prospectus supplement will set forth the names of
the underwriters and the terms of the transaction. The underwriters will acquire securities for their own account and may resell the securities
from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. Unless otherwise stated in the prospectus supplement, various conditions to the underwriters’ obligation
to purchase securities apply, and the underwriters will be obligated to purchase all of the securities contemplated in an offering if
they purchase any of such securities. Any initial public offering price and any discounts or concessions allowed or reallowed or paid
to dealers may be changed from time to time.
Any selling shareholders may enter into
derivative or other hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in
privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the
third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale
transactions. If so, the third party may use securities covered by this prospectus including securities pledged by any selling
shareholders or borrowed from us, any selling shareholders or others to settle those sales or to close out any related open
borrowing of shares, and may use securities received from us in settlement of those derivatives to close out any related open
borrowings of shares. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus,
will be identified in the applicable prospectus supplement (or in a post-effective amendment). Any selling shareholders may also
sell ordinary shares short using this prospectus and deliver ordinary shares covered by this prospectus to close out such short
positions, or loan or pledge ordinary shares to financial institutions that in turn may sell the ordinary shares using this
prospectus. Any selling shareholders may pledge or grant a security interest in some or all of the securities covered by this
prospectus to support a derivative or hedging position or other obligation and, if the selling shareholders default in the
performance of its obligations, the pledgees or secured parties may offer and sell the securities from time to time pursuant to this
prospectus.
If the prospectus supplement so indicates, any
selling shareholders may authorize agents and underwriters or dealers to solicit offers by certain purchasers to purchase the securities
from the selling shareholders at the public offering price set forth in the prospectus supplement. These contracts will be subject to
only those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for
solicitation of such offers.
Certain persons participating in certain offerings
may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. Specifically, the underwriters, if
any, may over-allot in connection with the offering, and may bid for, and purchase, the securities in the open market.
Dealers
If any selling shareholders use dealers in the
sale, unless otherwise indicated in the prospectus supplement, the selling shareholders will sell securities to the dealers as principals.
The dealers may then resell the securities to the public at varying prices that the dealers may determine at the time of resale.
Agents and Direct Sales
We or any selling shareholders may sell securities
directly or through agents that we or the selling shareholders designate. The prospectus supplement names any agent involved in the offering
and sale and states any commissions we or the selling shareholders will pay to that agent. Unless indicated otherwise in the prospectus
supplement, any agent is acting on a best efforts basis for the period of its appointment.
Institutional Investors
Unless otherwise indicated in the prospectus supplement,
any selling shareholders will authorize underwriters, dealers or agents to solicit offers from various institutional investors to purchase
securities. In this case, payment and delivery will be made on a future date that the prospectus supplement specifies. The underwriters,
dealers or agents may impose limitations on the minimum amount that the institutional investor can purchase. They may also impose limitations
on the portion of the aggregate amount of the securities that they may sell. These institutional investors include:
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commercial and savings banks;
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educational and charitable institutions; and
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other similar institutions as any selling shareholders may approve.
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The obligations of any of these purchasers pursuant
to delayed delivery and payment arrangements will not be subject to any conditions. However, one exception applies. An institution’s
purchase of the particular securities cannot at the time of delivery be prohibited under the laws of any jurisdiction that governs:
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the validity of the arrangements; or
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the performance by us or the institutional investor.
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Indemnification
Agreements that we or any selling shareholders
have entered into or may enter into with underwriters, dealers or agents may entitle them to indemnification by us against certain civil
liabilities. These include liabilities under the Securities Act of 1933, as amended. The agreements may also entitle them to contribution
for payments which they may be required to make as a result of these liabilities. Underwriters, dealers or agents may be customers of,
engage in transactions with, or perform services for, us in the ordinary course of business.
Cayman Data Protection Privacy Notice
We have certain duties under the Data
Protection Act (As Revised) of the Cayman Islands (the “DPA”) based on internationally accepted principles of
data privacy.
Introduction
This privacy notice puts our shareholders on notice
that through your investment in the company you will provide us with certain personal information which constitutes personal data within
the meaning of the DPA (“personal data”).
In the following discussion, the “company”
refers to us and our affiliates and/or delegates, except where the context requires otherwise.
Investor Data
We will collect, use, disclose, retain and secure
personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course
of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities
on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in
accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed
to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to
the personal data.
In our use of this personal data, we will be characterized
as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal
data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA or may process
personal information for their own lawful purposes in connection with services provided to us.
We may also obtain personal data from other public
sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected
with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature,
nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account
details, source of funds details and details relating to the shareholder’s investment activity.
Who this Affects
If you are a natural person, this will affect
you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships)
that provides us with personal data on individuals connected to you for any reason in relation your investment in the Company, this will
be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them
of its content.
How We May Use Your Personal
Data
We, as the data controller, may collect, store
and use personal data for lawful purposes, including, in particular:
where this is necessary for the performance of
our rights and obligations under any purchase agreements;
where this is necessary for compliance with a
legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or
where this is necessary for the purposes of our
legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
Should we wish to use personal data for other
specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.
Why We May Transfer Your Personal
Data
In certain circumstances, we may be legally obliged
to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman
Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including
tax authorities.
We anticipate disclosing personal data to persons
who provide services to us and their respective affiliates (which may include certain entities located outside the US, the Cayman Islands
or the European Economic Area), who will process your personal data on our behalf.
The Data Protection Measures
We Take
Any transfer of personal data by us or our duly
authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.
We and our duly authorized affiliates and/or delegates
shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful
processing of personal data, and against accidental loss or destruction of, or damage to, personal data.
We shall notify you of any personal data breach
that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant
personal data relates.
What rights do individuals
have in respect of personal data?
If you consider that your personal data has not
been handled correctly, or you are not satisfied with our responses to any requests you have made regarding the use of your personal data,
you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by calling +1 (345) 946-6283
or by email at info@ombudsman.ky.
Contacting the Company
For further information on the collection, use,
disclosure, transfer or processing of your personal data or the exercise of any of the rights listed above, please contact us through
our website at www.biocerescrops.com or +54 (341) 486-1122.
LEGAL MATTERS
We are being represented by Linklaters LLP
with respect to certain legal matters of United States federal securities and New York State law. Certain legal matters of United
States federal securities and New York State law in connection with any offering made pursuant to this prospectus will be passed
upon for the underwriters by a law firm named in the applicable prospectus supplement. The validity of ordinary shares offered in
any offering made pursuant to this prospectus and legal matters as to Cayman Islands law will be passed upon for us by Maples and
Calder (Cayman) LLP and for any underwriters by a law firm named in the applicable prospectus supplement.
EXPERTS
The financial statements incorporated in this
prospectus by reference to the Annual Report on Form 20-F for the year ended June 30, 2020 have been so incorporated in reliance on the
report of Price Waterhouse & Co. S.R.L., an independent registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
WHERE YOU CAN FIND MORE
INFORMATION
We are subject to the reporting requirements of
the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are applicable to a foreign private issuer. We file reports,
including annual reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply
to foreign private issuers.
Documents that we file with the SEC are also available
on the website maintained by the SEC (www.sec.gov) as well as our website in the Investor Relations section at https://investors.biocerescrops.com/home/default.aspx.
Our ordinary shares are listed on the Nasdaq Global Select Market under the ticker BIOX. You can consult reports and other information
about BIOX that it filed pursuant to the rules and regulations of the SEC.
INCORPORATION OF DOCUMENTS
BY REFERENCE
The SEC allows us to incorporate by reference
the information we file with them. This means that we can disclose important information to you by referring to documents. The information
that we incorporate by reference is an important part of this prospectus. We incorporate by reference the following documents and any
future filings that we make with the SEC under Sections 13(a), 13(c) and 15(d) of the Securities Exchange Act of 1934, as amended,
until we complete the offerings using this prospectus:
Our report on Form 6-K filed with the SEC on February 26, 2021, relating to the unaudited interim condensed consolidated financial statements as of December 31, 2020, June
30, 2020 and for the six-month periods ended December 31, 2020 and 2019; and
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With respect to each offering of securities under this prospectus, all our future reports on Form 20-F and any report on Form 6-K
that so indicates it is being incorporated by reference, in each case, that we file with the SEC or furnish to the SEC, respectively,
on or after the date on which the registration statement is first filed with the SEC and until the termination or completion of that offering
under this prospectus.
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Information that we file with the SEC will automatically
update and supersede the information included in this prospectus or previously incorporated by reference into this prospectus. All information
appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes, contained
in the documents that we incorporate by reference in this prospectus.
We will provide to each person, including any
beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in
the prospectus but not delivered with the prospectus.
You may request a copy of these filings, at no
cost, by writing or telephoning us at the following address:
Bioceres Crop Solutions Corp.
Ocampo 210 bis
Predio CCT, Rosario, Santa Fe, Argentina
Tel: +54 (341) 486-1122
You should rely only on
the information that we incorporate by reference or provide in this prospectus or the accompanying prospectus supplement. We have not
authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those documents.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents By Reference.
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The following documents,
which have been filed with the U.S. Securities and Exchange Commission (the “Commission”) by Bioceres Crop Solutions Corp.
(the “Registrant”), are hereby incorporated by reference into this Registration Statement:
(a) the Registrant’s Annual Report on Form 20-F (File No. 001-38836) for the fiscal year ended June 30, 2020 filed with the Commission on October 21, 2020;
(b) the Registrant’s Report on Form 6-K filed with the Commission on October 28, 2020;
(c) the Registrant’s Report on Form 6-K filed with the Commission on February 26, 2021; and
(d) the description of the Registrant’s ordinary shares contained in the Registrant’s Registration Statement on Form F-3 filed with the Commission on October 30, 2020 (File No. 333-249770) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
All other reports and documents
subsequently filed (but not furnished) by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after
the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing of such reports and documents.
Any statement contained
in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances shall
any information subsequently furnished on Form 6-K be deemed incorporated herein by reference unless such Form 6-K expressly provides
to the contrary.
Item 4.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
Item 6.
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Indemnification of Directors and Officers.
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Cayman Islands law does
not limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except
to the extent that it may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against
civil fraud or the consequences of committing a crime.
The Registrant’s
articles of association (“Articles”) provide that each director or officer of the Registrant shall be indemnified out of
the assets of the Registrant against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal
expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions
other than such liability (if any) that they may incur by reason of their own actual fraud or willful default. No such person shall
be liable to the Registrant for any loss or damage incurred by the Registrant as a result (whether direct or indirect) of the
carrying out of their functions unless that liability arises through the actual fraud or willful default of such person. No person
shall be found to have committed actual fraud or willful default under this Article unless or until a court of competent
jurisdiction shall have made a finding to that effect.
Also, the Registrant currently
maintains director’s and officer’s liability insurance covering its directors and officers with respect to general civil liability,
including liabilities under the Securities Act, which he or she may incur in his or her capacity as such. The Registrant entered into
indemnification agreements with each of its directors and executive officers. These agreements generally provide that the relevant director
or officer will be indemnified by the Registrant to the fullest extent permitted by law against liability and against all expenses reasonably.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing
provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Item 7.
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Exemption From Registration Claimed.
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Not applicable.
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Incorporated
by Reference
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Exhibit
No.
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Document
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4.1
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**
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Amended and Restated Memorandum and Articles of Association of Bioceres Crop Solutions Corp. (Incorporated by reference to Exhibit 3.1 to Amendment No.1 to the Registrant’s registration statement on Form F-1 (File No. 333-231883), filed with the SEC on July 12, 2019)
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4.2
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**
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Certificate of Name Change (Incorporated by reference to Exhibit 1.2 to the Registrant’s Shell Company Report on Form 20-F (File No. 001-38836), filed with the SEC on March 14, 2019)
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4.3
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**
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Share Exchange Agreement, dated as of November 8, 2018, by and among Union Acquisition Corp., Joseph J. Schena, in his capacity as the Pre-Closing Union Representative, and Bioceres, Inc. (Incorporated by reference to Exhibit 2.1 to UAC’s Current Report on Form 8-K (File No. 001-38405), filed with the SEC on November 8, 2018)
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4.4
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**
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Amendment to the Share Exchange Agreement, dated as of December 19, 2018 (Incorporated by reference to Exhibit 10.1 to UAC’s Current Report on Form 8-K (File No. 001-38405), filed with the SEC on December 20, 2018)
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4.5
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**
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Rizobacter Call Option Agreement, dated as of October 22, 2018 (Incorporated by reference to Exhibit 10.1 to UAC’s Current Report on Form 8-K (File No. 001-38405), filed with the SEC on November 13, 2018)
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4.6
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**
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Share Transfer Agreement (Incorporated by reference to Exhibit 10.2 to UAC’s Current Report on Form 8-K (File No. 001-38405), filed with the SEC on March 14, 2019)
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4.7
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**
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Rizobacter Shareholders’ Agreement, dated March 5, 2019, among Bioceres LLC, Pedro Enrique Mac Mullen, María Marta Mac Mullen and International Property Services Corp. (Incorporated by reference to Exhibit 2.4 to the Registrant’s Annual Report on Form 20-F (File No. 001-38836), filed with the SEC on October 24, 2019)
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4.8
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**
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Shareholders’ Agreement, dated as of March 14, 2019, by and among Bioceres Crop Solutions Corp., Bioceres LLC and the shareholders named therein (Incorporated by reference to Exhibit 4.11 to the Registrant’s registration statement on Form F-3 (File No. 333-237496), filed with the SEC on March 31, 2020)
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4.9
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**
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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 the Registrant’s Shell Company Report on Form 20-F (File No. 001-38836), filed with the SEC on March 14, 2019)
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4.10
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**
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Note Purchase Agreement, dated as of March 6, 2020, by and among Bioceres Crop Solutions Corp., as borrower, the purchasers party thereto and Solel Partners LP, as collateral agent (Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 6-K (File No. 001-38836), filed with the SEC on March 9, 2020)
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4.11
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**
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Registration Rights Agreement, dated as of March 6, 2020 (as amended, restated supplemented or otherwise modified from time to time in accordance with the terms hereof) by and among Bioceres Crop Solutions Corp. and each purchaser named therein (Incorporated by reference to Exhibit 4.19 to the Registrant’s registration statement on Form F-3 (File No. 333-237496), filed with the SEC on March 31, 2020)
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5.1
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Opinion of Maples and Calder (Cayman) LLP
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23.1
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Consent of Price Waterhouse & Co. S.R.L.
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23.2
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Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1).
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99.1
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**
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Employee Stock Purchase Plan.
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99.2
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**
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Equity Compensation Plan.
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99.3
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**
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Employee Stock Option Plan.
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99.4
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**
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Stand Alone Share Option Agreement between the Registrant and Kyle Bransfield dated April 14, 2019.
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99.5
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**
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Amendment to Stand Alone Share Option Agreement between the Registrant and Kyle Bransfield dated January 13, 2020.
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Incorporated
by Reference
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Exhibit
No.
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Document
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99.6
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**
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Stand Alone Share Option Agreement between the Registrant and Carlos Ivan Carmago de Colon dated April 14, 2019.
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99.7
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**
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Amendment to Stand Alone Share Option Agreement between the Registrant and Carlos Ivan Carmago de Colon dated January 27, 2020.
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99.8
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**
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Stand Alone Share Option Agreement between the Registrant and Gloria Montaron Estrada dated June 18, 2019.
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99.9
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**
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Amendment to Stand Alone Share Option Agreement between the Registrant and Gloria Montaron Estrada dated June 6, 2020.
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99.10
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**
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Stand Alone Share Option Agreement between the Registrant and Ari Freisinger dated April 14, 2019.
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99.11
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**
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Amendment to Stand Alone Share Option Agreement between the Registrant and Ari Freisinger dated January 13, 2020.
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99.12
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**
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Stand Alone Share Option Agreement between the Registrant and Enrique Lopez Lecube dated June 18, 2019.
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99.13
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**
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Amendment to Stand Alone Share Option Agreement between the Registrant and Enrique Lopez Lecube dated January 13, 2020.
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99.14
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**
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Stand Alone Share Option Agreement between the Registrant and Federico Trucco dated June 18, 2019.
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99.15
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**
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Amendment to Stand Alone Share Option Agreement between the Registrant and Federico Trucco dated January 13, 2020.
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99.16
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**
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Stand Alone Share Option Agreement between the Registrant and Jorge Wagner dated June 18, 2019.
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99.17
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**
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Amendment to Stand Alone Share Option Agreement between the Registrant and Jorge Wagner dated February 02, 2020.
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99.18
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**
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Stand Alone Share Option Agreement between the Registrant and Geronimo Watson dated June 18, 2019.
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99.19
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**
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Amendment to Stand Alone Share Option Agreement between the Registrant and Geronimo Watson dated January 13, 2020.
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99.20
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**
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Stand Alone Share Option Agreement between the Registrant and Natalia Zang dated April 14, 2019.
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99.21
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**
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Amendment to Stand Alone Share Option Agreement between the Registrant and Natalia Zang dated January 15, 2020.
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** Previously filed.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Rosario, Argentina, on this 28th day of May, 2021.
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Bioceres Crop Solutions Corp.
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By:
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/s/ Federico Trucco
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Name: Federico Trucco
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Title: Chief Executive Officer and Executive Director
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Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
Signature
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Title
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Date
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*
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Chief Executive Officer and Executive Director
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May 28, 2021
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Federico Trucco
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*
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Chief Financial Officer and Executive Director
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May 28, 2021
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Enrique Lopez Lecube
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/s/ Gloria Montaron Estrada
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Executive Director
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May 28, 2021
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Gloria Montaron Estrada
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*
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Non-Executive Director
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May 28, 2021
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Carlos Camargo de Colón
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*
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Non-Executive Director
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May 28, 2021
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Natalia Zang
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*
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Non-Executive Director
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May 28, 2021
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Ari Freisinger
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*
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Non-Executive Director
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May 28, 2021
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Kyle P. Bransfield
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*By:
/s/ Gloria Montaron Estrada
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Name: Gloria Montaron Estrada
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Title: Attroney-in-fact
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SIGNATURE OF AUTHORIZED
U.S. REPRESENTATIVE
Pursuant to the Securities Act of 1933,
as amended, the undersigned, the duly authorized representative in the United States of Bioceres Crop Solutions Corp., has signed this
registration statement on this 28th day of May, 2021.
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COGENCY GLOBAL INC.
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice President on behalf of Cogency Global
Inc.
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