* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP
No. G1117K 114
1
|
Names of Reporting Person.
Bioceres LLC
|
2
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) ¨
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
OO
|
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
6
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power (see Item 5 below)
22,572,333
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power (see Item 5 below)
19,369,695
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
23,572,333
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13
|
Percent of Class Represented by Amount in
Row (11)
57.4%
|
14
|
Type of Reporting Person
HC
|
|
|
|
|
CUSIP
No. G1117K 114
1
|
Names of Reporting Person.
Bioceres S.A.
|
2
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) ¨
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
OO
|
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
6
|
Citizenship or Place of Organization
Argentina
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power (see Item 5 below)
23,572,333
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power (see Item 5 below)
20,369,695
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
23,572,333
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13
|
Percent of Class Represented by Amount in
Row (11)
57.4%
|
14
|
Type of Reporting Person
HC
|
|
|
|
|
CUSIP
No. G1117K 114
1
|
Names of Reporting Person.
THEO I SCSp
|
2
|
Check the Appropriate Box if a Member of a Group
(a) x
(b) ¨
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
OO
|
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
6
|
Citizenship or Place of Organization
Grand Duchy of Luxembourg
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power (see Item 5 below)
1,000,000
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power (see Item 5 below)
1,000,000
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
23,572,333
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13
|
Percent of Class Represented by Amount in
Row (11)
57.4%
|
14
|
Type of Reporting Person
HC
|
|
|
|
|
CUSIP
No. G1117K 114
SCHEDULE 13D
This Amendment No. 5 (the “Amendment”)
amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2019,
(as amended by Amendment No. 1 filed with the SEC on July 2, 2020, Amendment No. 2 filed with the SEC on August 28,
2020, Amendment No. 3 filed with the SEC on November 25, 2020 and Amendment No. 4 filed with the SEC on August 6,
2021) (the “Schedule 13D”), by Bioceres LLC and Bioceres S.A. Capitalized terms used but not otherwise defined in this Amendment
have the meanings ascribed to such terms in the Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Schedule
13D is not amended or supplemented in any respect. On October 13, 2021, Bioceres LLC, on behalf of its affiliate Bioceres Group plc
(formerly known as Bioceres Group Limited), transferred 1,000,000 shares of the Issuer (as defined below) to THEO I SCSp, a special limited
partnership (société en commandite spéciale) incorporated in the Grand Duchy of Luxembourg and a majority
owned subsidiary of Bioceres Group plc, for which Bioceres Group plc received certain units in THEO I SCSp (the “Transaction”).
The Transaction was consummated on October 13, 2021.
|
Item 1.
|
Security and Issuer
|
This statement relates to the ordinary shares,
par value $0.0001 per share, of Bioceres Crop Solutions Corp. (formerly known as Union Acquisition Corp. (“UAC”) (the “Issuer”).
The principal executive office of the Issuer is located at Ocampo 210 bis, Predio CCT, Rosario, Province of Santa Fe, Argentina. Information
given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
|
Item 2.
|
Identity and Background
|
|
(a)
|
This statement is filed by:
|
(i) Bioceres
LLC, which is the holder of record of approximately 47.2% of the issued and outstanding ordinary shares of the Issuer (19,369,695), calculated
based upon 41,080,803 outstanding ordinary shares, which was derived from (i) 41,087,803 outstanding ordinary shares as of June 1,
2021 (pursuant to the issuance of ordinary shares as reported on the Issuer’s Form S-8) minus (ii) 7,000 ordinary shares
acquired under the buy-back program (as reported on the Issuer’s 20-F).
(ii) Bioceres
S.A., the parent company of Bioceres LLC and the Issuer, and the ultimate beneficial holder of ordinary shares held by Bioceres LLC.
(iii) THEO
I SCSp, which is the holder of approximately 2.4% of the issued and outstanding shares of the Issuer (1,000,000).
All disclosures herein with
respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b) The
address of the principal business and principal office of Bioceres LLC is 1209 Orange Street, Wilmington 19801-1120, County of New Castle.
The address of the principal business and principal office of Bioceres S.A. is Ocampo 210 bis, Predio CCT, Rosario, Province of Santa
Fe, Argentina. The address of the principal business and principal office of THEO I SCSp is 30 boulevard Royal, L-2449 Luxembourg. The
Reporting Persons’ principal business is providing fully-integrated crop productivity solutions, including seeds, seed traits, seed
treatments, biologicals, high-value adjuvants and fertilizers and emerging solutions, including high value research and development, technical
and advisory services.
(c) None
of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
CUSIP
No. G1117K 114
(d) None
of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such
laws.
(e) Bioceres
LLC is a Delaware limited liability company. Bioceres S.A. is a company organized under the laws of Argentina. THEO I SCSp is a special
limited partnership (société en commandite spéciale) incorporated in the Grand Duchy of Luxembourg.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The consideration for the Transaction consisted
of 1,000,000 ordinary shares of the Issuer.
|
Item 4.
|
Purpose of the Transaction
|
The purpose of the Transaction
was for THEO I SCSp to become a shareholder of the Issuer.
The ordinary shares owned
by the Reporting Persons remained at 20,369,695. In addition, the Reporting Persons have the shared power to vote or to direct the vote
3,202,638 of ordinary shares pursuant to the shareholders agreement described under Item 6 below, resulting in a total of 23,572,333 ordinary
shares beneficially owned by the Reporting Persons.
Except for the foregoing,
the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in Item 4 of Schedule
13D.
|
Item 5.
|
Interest in Securities of the Issuer
|
(a)-(b) The
aggregate number and percentage of ordinary shares beneficially owned by the Reporting Persons, calculated based upon 41,080,803 outstanding
ordinary shares, which was derived from (i) 41,087,803 outstanding ordinary shares as of June 1, 2021 (pursuant to the issuance
of the ordinary shares as reported on the Issuer’s Form S-8) minus (ii) 7,000 ordinary shares acquired under the buy-back
program (as reported on the Issuer’s 20-F), are as follows:
Bioceres LLC
|
|
a)
|
Amount beneficially owned: 22,572,333
|
|
Percentage: 54.9%
|
b)
|
Number of shares to which the Reporting Person has:
|
|
|
|
Sole power to vote or to direct the vote:
|
|
0
|
|
Shared power to vote or to direct the vote:
|
|
22,572,333
|
|
Sole power to dispose or to direct the disposition of:
|
|
0
|
|
Shared power to dispose or to direct the disposition of:
|
|
19,369,695
|
|
|
|
|
Bioceres S.A.
|
|
a)
|
Amount beneficially owned: 23,572,333
|
|
Percentage: 57.4%
|
b)
|
Number of shares to which the Reporting Person has:
|
|
|
|
Sole power to vote or to direct the vote:
|
|
0
|
|
Shared power to vote or to direct the vote:
|
|
23,572,333
|
|
Sole power to dispose or to direct the disposition of:
|
|
0
|
|
Shared power to dispose or to direct the disposition of:
|
|
20,369,695
|
|
|
|
|
|
|
|
|
THEO I SCSp
|
|
|
|
|
|
|
Amount beneficially owned: 1,000,000
|
|
Percentage: 2.4%
|
|
Number of shares to which the Reporting Person has:
|
|
|
|
Sole power to vote or to direct the vote:
|
|
0
|
|
Shared power to vote or to direct the vote:
|
|
1,000,000
|
|
Sole power to dispose or to direct the disposition of:
|
|
0
|
|
Shared power to dispose or to direct the disposition of:
|
|
1,000,000
|
CUSIP
No. G1117K 114
Bioceres LLC is a wholly-owned
subsidiary of, and controlled by, Bioceres S.A. As a result, Bioceres S.A. may be deemed to be the ultimate beneficial owner of ordinary
shares held by Bioceres LLC.
(c) None
of the Reporting Persons has effected any transactions of the Issuer’s ordinary shares during the 60 days preceding the date of
this report, except as described in Item 4 of this Schedule 13D which information is incorporated herein by reference.
(d) Not
applicable.
(e) Not
applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
The summary of each agreement
set forth below is qualified in its entirety by reference to the full text of such agreement, a copy of which is incorporated by reference
herein as Exhibit 10.1 and 10.2, respectively.
Amended and Restated Registration Rights Agreement
On March 14, 2019, UAC
consummated a previously announced business combination pursuant to a share exchange agreement, dated as of November 8, 2018, by
and among UAC and Bioceres, Inc., a company incorporated under the laws of Delaware, which converted into Bioceres LLC pursuant to
an internal reorganization. Upon the consummation of the business combination, UAC’s initial shareholders prior to the initial public
offering and their affiliates, including certain directors of UAC (collectively the “restricted stockholders”) entered into
an Amended and Restated Registration Rights Agreement in respect of the restricted securities held by such restricted stockholders. Pursuant
to the Registration Rights Agreement, the restricted stockholders and their permitted transferees will be entitled to certain registration
rights, including, among other things, customary registration rights, including demand and piggy-back rights. Additionally, the restricted
stockholders agreed not to sell, transfer, pledge or otherwise dispose of the ordinary shares they own for one year from the consummation
of the business combination.
Shareholders Agreement
Prior to the consummation
of the business combination, Bioceres LLC, Pedro Enrique Mac Mullen, María Marta Mac Mullen and International Property Services
Corp. (“IPS”) entered into a shareholders agreement, pursuant to which, among other things, (i) Bioceres LLC has a right
of first refusal for any transfer of ordinary shares held by Pedro Enrique Mac Mullen, María Marta Mac Mullen and IPS, (ii) each
party has a tag-along right with respect to sales of ordinary shares by other parties, (iii) Bioceres LLC has a drag-along right
to cause the sales of ordinary shares held by Pedro Enrique Mac Mullen, María Marta Mac Mullen and IPS in connection with a third-party
offer to buy a number of ordinary shares that exceed the number of shares held by Bioceres LLC, and (iv) Pedro Enrique Mac Mullen,
María Marta Mac Mullen and IPS agreed to vote in agreement with Bioceres LLC at any shareholders’ meeting during the existence
of such shareholders agreement.
CUSIP
No. G1117K 114
|
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit 10.1*
|
|
Amended
and Restated Registration Rights Agreement, dated as of March 14, 2019, by and among Bioceres Crop Solutions Corp. and the Investors
named therein (Incorporated by reference to Exhibit 4.5 to Bioceres Crop Solutions Corp.’s Report on Form 20-F (File
No. 001-38836), filed with the SEC on March 14, 2019)
|
|
|
|
Exhibit 10.2*
|
|
Shareholders
Agreement, dated as of March 5, 2019, by and between Bioceres LLC, Pedro Enrique Mac Mullen, María Marta Mac Mullen and
International Property Services Corp.
|
|
|
|
Exhibit 99.1
|
|
Joint
Filing Agreement, by and among the Reporting Persons
|
* Previously filed.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BIOCERES LLC
|
|
|
|
By
|
/s/ Gloria Montaron Estrada
|
|
|
Name: Gloria Montaron Estrada
|
|
|
Title: Manager
|
|
|
Date: October 15, 2021
|
|
|
|
BIOCERES S.A.
|
|
|
|
By
|
/s/ Federico Trucco
|
|
|
Name: Federico Trucco
|
|
|
Title: Attorney-in-fact
|
|
|
Date: October 15, 2021
|
|
|
|
THEO I SCSp
|
|
|
|
By
|
/s/ Gloria Montaron Estrada
|
|
|
Name: Gloria Montaron Estrada
|
|
|
Title: Attorney-in-fact
|
|
|
Date: October 15, 2021
|
|