UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K/A
(Amendment No. 1)
Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of October 2023
Commission File Number: 001-38836
BIOCERES CROP SOLUTIONS CORP.
(Translation of registrant’s name into English)
Ocampo 210 bis, Predio CCT, Rosario
Province of Santa Fe, Argentina
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Explanatory Note
The notice and proxy materials attached hereto as exhibit 99.1 supersede
in all respects the notice and proxy materials previously furnished to the SEC on October 11, 2023. As such, the Record Date for Bioceres
Crop Solutions Corp.'s 2023 Annual General Meeting is October 3, 2023 and not September 30, 2023.
Exhibit List
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BIOCERES CROP SOLUTIONS CORP. |
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(Registrant) |
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| Dated: October 12, 2023 |
By: |
/s/ Federico Trucco |
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Name: |
Federico Trucco |
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Title: |
Chief Executive Officer |
Exhibit 99.1
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www.biocerescrops.com |
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Ocampo 210 bis
Predio CCT Rosario |
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(2000) Rosario, Santa Fe, Argentina |
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T: +1 602 930 7022 |
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E: ashleigh.nonato@biocerescrops.com / jose.roque@biocerescrops.com |
October 12, 2023
Dear Shareholder,
You are
cordially invited to attend the 2023 Annual General Meeting (the “Annual General Meeting”) of Bioceres Crop Solutions Corp.
(the “Company”) to be held at 10:00 a.m. EDT on October 27, 2023 at the Company’s legal counsel’s office, 1290
Avenue of the Americas, New York, NY 10104, and virtually according to the details below. Information concerning the matters to be considered
and voted upon at the Annual General Meeting is set out in the attached Convening Notice and Proxy Statement.
The Board of Directors has
fixed October 3, 2023 (5:00 p.m. Buenos Aires time, 4:00 p.m. EDT) as the record date for the Annual General Meeting
(the “Record Date”), and only holders of record of shares at such time will be entitled to notice of or to vote at the Annual
General Meeting or any adjournment thereof.
If you are unable to attend
the Annual General Meeting in person or virtually or you wish to be represented, please authorize a proxy to vote your shares in accordance
with the instructions you received. This will not prevent you from voting your shares in person or virtually if you subsequently choose
to attend our Annual General Meeting.
Please note that powers of
attorney or proxy cards must be received by the tabulation agent (Continental Stock), no later than 11:59 p.m. EDT, on October 25,
2023 for such votes to be taken into account.
On behalf of the Board of Directors, we thank you for your
continued support.
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Sincerely, |
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 |
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Federico Trucco |
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Chief Executive Officer |
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www.biocerescrops.com |
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Ocampo 210 bis
Predio CCT Rosario |
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(2000) Rosario, Santa Fe, Argentina |
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T: +1 602 930 7022 |
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E: ashleigh.nonato@biocerescrops.com /
jose.roque@biocerescrops.com |
Convening Notice to
the 2023 Annual General Meeting
to be held on October 27, 2023 at 10:00
a.m. EDT at 1290 Avenue of the Americas, New York, NY 10104
October 12, 2023
Dear Shareholder,
The Board of Directors of Bioceres
Crop Solutions Corp. (the “Company”) is pleased to invite you to attend the 2023 Annual General Meeting (the “Annual
General Meeting”), to be held on October 27, 2023 at 10:00 a.m. EDT at 1290 Avenue of the Americas, New York, NY 10104
and virtually according to the details below, with the following agenda:
Agenda of the 2023 Annual General Meeting
| 1. | Consider the report of the Board of Directors of the Company and the report of the independent auditors of the Company’s consolidated
financial statements for the financial year ended June 30, 2023 and to approve the Company’s consolidated financial statements
for the financial year ended June 30, 2023. |
| 2. | Consider and vote upon a proposal to appoint the following seven directors to serve on the board of directors of the Company until
the 2024 annual general meeting of the Company or until their respective successors are duly appointed and qualified: |
| i. | Federico Trucco |
| ii. | Gloria Montaron Estrada |
| iii. | Enrique Lopez Lecube |
| iv. | Natalia Zang |
| v. | Ari Freisinger |
| vi. | Keith McGovern |
| vii. | Yogesh Mago |
| 3. | Consider and vote upon the ratification of appointment of Price Waterhouse & Co. S.R.L. as the independent registered public accounting firm
of the Company. |
The holders of a majority of the ordinary shares
being individuals present in person (which shall include virtual presence using one of the options provided) or by proxy or if a corporation
or other non-natural person by its duly authorized representative or proxy shall be a quorum for all purposes, including adopting the
resolutions at the Annual General Meeting.
Any shareholder who holds one or more ordinary
share(s) of the Company on October 3, 2023 at 5:00 p.m. Buenos Aires time, 4:00 p.m. EDT (the “Record Date”)
will be admitted to the Annual General Meeting and may attend the Annual General Meeting, as applicable, in person (which shall include
virtual presence using one of the options provided) or vote by proxy.
Please
consult the Proxy Statement enclosed herewith and available on the Company’s website as to the procedures for attending the Annual
General Meeting or to be represented by way of proxy. Copies of the Company’s consolidated financial statements for
the financial year ended June 30, 2023 together with the reports of the Board of Directors will be available at https://investors.biocerescrops.com/home/default.aspx.
Please note that powers of attorney or proxy cards must be received by the tabulation agent (Continental Stock), no later than 11:59
p.m. EDT, on October 25, 2023 in order for such votes to be taken into account.
| Sincerely, |
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| Federico Trucco |
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| Chief Executive Officer |
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| on behalf of the Board of Directors |
|
BIOCERES CROP SOLUTIONS CORP.
PROXY STATEMENT
ANNUAL GENERAL MEETING
OCTOBER
27, 2023
GENERAL INFORMATION
This Proxy
Statement is being provided to solicit proxies on behalf of the Board of Directors of Bioceres Crop Solutions Corp. (the “Company,”
or “we”) for use at the 2023 Annual General Meeting (the “Annual General Meeting”) to be held on October 27, 2023,
at 10:00 a.m. EDT at the Company’s legal counsel’s office, 1290 Avenue of the Americas, New York, NY 10104, and any adjournment
thereof. This Proxy Statement is available on our website at https://investors.biocerescrops.com/home/default.aspx which will also
post the Company’s consolidated financial statements for the financial year ended June 30, 2023 together with the report of the
Board of Directors.
This Proxy Statement, together
with the Convening Notice containing the agenda and the proxy card with reply envelope, are hereinafter referred to as the “Proxy
Materials”.
Foreign Private Issuer
We are a “foreign private
issuer” within the meaning of Rule 3b-4 of the U.S. Securities Exchange Act of 1934, as amended, and as a result, we are not
required to mandatorily comply with U.S. federal proxy requirements.
Simultaneous Virtual and Telephone Access
You will be able, and we encourage
you, to attend the Annual General Meeting by telephone or virtually by webex.
You will be able to connect:
| (i) | Telephone access (listen-only):
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
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| | | Passcode for telephone access: |
| | | 6954523# |
| (ii) | by webex (video system or application)
https://www.cstproxy.com/biocerescrops/2023
Control Number: will be supplied on
the proxy card or you can contact Continental to join the meeting. You will be able to vote through the virtual meeting. |
Record Date, Share Ownership and Quorum
Only holders
of record of the Company’s ordinary shares, par value US$0.0001 per share, at 5:00 p.m. Buenos Aires time, 4:00 p.m. EDT on October 3, 2023 (the “Record Date”) are entitled to attend and vote at the Annual General Meeting in respect of such ordinary shares.
The holders of a majority of the ordinary shares issued and outstanding being individuals present in person (which shall include virtual
presence using one of the options provided) or by proxy or if a corporation or other non-natural person by its duly authorized representative
or proxy shall be a quorum for all purposes.
Voting and Solicitation
Each ordinary share issued
and outstanding as of the Record Date is entitled to one vote at the Annual General Meeting. Each of the resolutions at the Annual General
Meeting will be adopted by an ordinary resolution under Cayman Islands law which is a resolution passed by a simple majority of the shareholders
who vote at the Annual General Meeting, either in person (which shall include virtual presence using one of the options provided) or by
proxy.
Copies of solicitation materials
will be furnished to all holders of ordinary shares of the Company, including banks, brokerage houses, fiduciaries and custodians holding
in their names ordinary shares of the Company beneficially owned by others to forward to those beneficial owners.
Voting by Holders of Ordinary Shares
When proxy forms are properly
dated, executed and returned by holders of ordinary shares to the mailing or e-mail address set forth in the proxy form before 11:59 p.m. EDT,
on October 25, 2023 (the deadline for the return of such proxy forms), the ordinary shares they represent will be voted by the proxy
holder at the Annual General Meeting, or at any adjournment thereof, in accordance with the instructions of the shareholder. If no specific
instructions are given in such proxy forms, the proxy holder will vote in favor of the items set forth in the proxy form. The proxy holder
will also vote in the discretion of such proxy holder on any other matters that may properly come before the Annual General Meeting, or
at any adjournment thereof. Where any holder of ordinary shares affirmatively abstains from voting on any particular resolution, the votes
attaching to such ordinary shares will not be included or counted in the determination of the number of ordinary shares present and voting
for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining the
quorum, as described above).
Revocability of Proxies
Any proxy given by a holder
of ordinary shares by means of a proxy form pursuant to this solicitation may be revoked: (a) by submitting a written notice of revocation
or a fresh proxy form, bearing a later date, which must be received by Continental Stock, no later than 11:59 p.m. EDT, on October 25,
2023 or (b) by attending the Annual General Meeting and voting in person (which shall include virtual presence using one of the options
provided).
PROPOSAL WITH RESPECT TO AGENDA
ITEM NO. 1:
APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS
At the Annual General Meeting,
the Board of Directors will present the management report on the Company’s consolidated financial statements, as well as the report
of the independent auditor of the Company’s consolidated financial statements for the financial year ended June 30, 2023.
The management report and the independent auditor’s report are available on the internet at https://investors.biocerescrops.com/home/default.aspx.
Following such presentation, the following resolutions will be put before the Annual General Meeting for approval:
“Resolved, as an ordinary
resolution, that after having reviewed the report of the Board of Directors of the Company and the report of the independent auditor on
the Company’s consolidated financial statements for the financial year ended June 30, 2023, the consolidated financial statements
of the Company for the financial year ended June 30, 2023 be approved in all respects in their entirety.”
Our Board of Directors
recommends a vote “FOR” the approval of the Company’s consolidated financial statements for the financial year ended
June 30, 2023.
PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 2:
At the Annual General Meeting,
the shareholders will be asked to appoint seven directors to the Board of Directors of the Company to serve until the 2024 annual general
meeting of the Company or until or until their respective successors are duly appointed and qualified.
The Board of Directors has
nominated Federico Trucco; Gloria Montaron Estrada; Enrique Lopez Lecube; Natalia Zang; Ari Freisinger; Keith McGovern and Yogesh Mago
to serve as directors of the Company until the 2024 annual general meeting of the Company or until their respective successors are duly
appointed and qualified.
“Resolved, as an ordinary
resolution, that the following persons be appointed as directors of the Company, each to hold office until the 2024 annual general meeting
of the Company or until their respective successors are duly appointed and qualified: (i) Federico Trucco; (ii) Gloria Montaron
Estrada; (iii) Enrique Lopez Lecube; (iv) Natalia Zang; (v) Ari Freisinger; (vi) Keith McGovern and (vii) Yogesh
Mago.”
Our Board of Directors
recommends a vote “FOR” the election of each of the seven director nominees to the Board of Directors.
PROPOSAL WITH RESPECT
TO AGENDA ITEM NO. 3:
RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE & CO. S.R.L. AS
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
At the Annual General Meeting,
the shareholders will be asked to approve the following resolution:
“Resolved, as an ordinary
resolution, that the appointment of Price Waterhouse & Co. S.R.L. as the independent registered public accounting firm of the
Company for the period ending at the 2024 annual general meeting be approved in all respects.”
Our Board of Directors
recommends a vote “FOR” the appointment of Price Waterhouse & Co. S.R.L. as the independent registered public accounting
firm of the Company for the period ending at the 2024 annual general meeting.
SHAREHOLDER COMMUNICATIONS
Shareholders and interested
parties may contact any of the Company’s directors, the chair of any committee of the Board of Directors or any committee of the
Board by writing them as follows:
Bioceres Crop Solutions Corp.
Ocampo 210 bis
Predio CCT Rosario
(2000) Rosario, Santa Fe, Argentina
Attn: Company Secretary
Concerns relating to accounting,
internal controls or auditing matters should be communicated to the Company through the Company Secretary and will be handled in accordance
with the procedures established by the audit committee with respect to such matters.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual and special reports and other information
with the SEC.
The
Company’s SEC filings are also available to the public on the SEC’s internet website at www.sec.gov. In addition, the
Company’s SEC filings are also available to the public on the Company’s website, www.biocerescrops.com. Information contained
on the Company’s website is not incorporated by reference into this document, and you should not consider information contained
on that website as part of this document.
Important Notice Regarding
the Availability of Proxy Materials for the
Annual General Meeting to be held on October 27, 2023
Information is now available regarding the 2023 Annual General
Meeting (the “Annual General Meeting”) at https://investors.biocerescrops.com/home/default.aspx.
YOUR VOTE IS IMPORTANT. OUR BOARD
OF DIRECTORS URGES YOU TO VOTE BY
MARKING, DATING, SIGNING AND RETURNING A PROXY CARD.
With respect to all of the
proposals and matters considered at the Annual General Meeting, shares held through a broker or other intermediary will not be voted unless
the beneficial holder notifies the broker or other intermediary through which the shares are held with instructions regarding how to vote.
We strongly encourage you to provide instructions to your broker or other intermediary to vote your shares and exercise your right as
a shareholder.
If you wish to attend the
Annual General Meeting in person (which shall include virtual presence using one of the options provided), you must reserve your seat
by October 20, 2023 by contacting Ashleigh Nonato at +1 602 930 7022 or ashleigh.nonato@biocerescrops.com / jose.roque@biocerescrops.com.
However, we encourage you using other methods of attendance than in person (which shall include virtual presence using one of the options
provided), such as attending virtually or telephonically or by proxy. Please note that there may be certain restrictions to access the
premises in person.
If you are a holder of record
of our ordinary shares as at the Record Date, you will be admitted to the meeting upon presenting a form of photo identification. If you
own ordinary shares beneficially through a bank, broker or otherwise, you will be admitted to the Annual General Meeting upon presenting
a form of photo identification and proof of share ownership as at the Record Date; in order to vote at the Annual General Meeting you
must bring a valid proxy signed by the record holder. A recent brokerage statement reflecting your ownership as at 5:00 p.m. Buenos
Aires time, 4:00 p.m. EDT on October 3, 2023 (the “Record Date”) or a letter from a bank or broker confirming
your ownership as at the Record Date are examples of proof of share ownership for purposes of admission to the Annual General Meeting.
If you are a holder of ordinary shares you will be entitled to vote at the Annual General Meeting or any adjournment thereof.
Regardless of whether or not
you plan to attend the Annual General Meeting, please follow the instructions you received to authorize a proxy to vote your shares as
soon as possible to ensure that your shares are represented at the Annual General Meeting. Any shareholder that decides to attend the
Annual General Meeting in person (which shall include virtual presence using one of the options provided) may, if so desired, revoke the
prior proxy by voting such person’s ordinary shares at the Annual General Meeting as further described in the Proxy Statement under
the heading “Revocability of Proxies”.
Argentina
October 12, 2023
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