If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
* 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)
22,554,111 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power (see Item 5 below)
19,363,766 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
23,554,111 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
37.8% |
| 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)
23,554,111 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power (see Item 5 below)
20,363,766 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
23,554,111 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
37.8% |
| 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
23,554,111 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
37.8% |
| 14 |
Type
of Reporting Person
HC |
| |
|
|
|
CUSIP No. G1117K 114
SCHEDULE 13D
This Amendment No. 7 (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, Amendment No. 4 filed with the SEC on August 6, 2021,
Amendment No. 5 filed with the SEC on October 15, 2021) and Amendment No. 6 filed with the SEC on April 5, 2022 (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 July 11, 2022, the Issuer (as defined below) issued 16,389,832 ordinary shares
of the Issuer as consideration for completion of the merger with Marrone Bio Innovations, Inc. (formerly NASDAQ: MBII) (the “Merger”).
The Merger was consummated on July 11, 2022.
| 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 31.1% of the issued and outstanding ordinary shares of the Issuer (19,363,766), calculated
based upon 62,260,178 outstanding ordinary shares, which was derived from (i) 45,845,297, outstanding ordinary shares as of April 1,
2022 plus (ii) 25,049 ordinary shares issued pursuant to the Issuer’s stock option plan (as reported on the Issuer’s
20-F) plus (iii) 16,389,832 ordinary shares issued pursuant to the Merger minus (iv) 464,455 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 1.6% 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 Merger consisted
of 16,389,832 ordinary shares of the Issuer.
| Item 4. | Purpose
of the Transaction |
The purpose of the Merger
was the acquisition by the Issuer of Marrone Bio Innovations, Inc. (formerly NASDAQ: MBII), cementing the Issuer’s leadership
in the development and commercialization of sustainable agricultural solutions.
The ordinary shares owned
by the Reporting Persons decreased from 20,366,730 to 20,363,766. In addition, the Reporting Persons have the shared power to vote or
to direct the vote 3,190,345 of ordinary shares pursuant to the shareholders agreement described under Item 6 below, resulting in a total
of 23,554,111 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 62,260,178 outstanding
ordinary shares, which was derived from (i) 45,845,297 outstanding ordinary shares as of April 1, 2022 plus (ii) 25,049
ordinary shares issued pursuant to the Issuer’s stock option plan (as reporter on the Issuer’s 20-F), plus (iii) 16,389,832
ordinary shares issued pursuant to the Merger minus (iv) 464,455 ordinary shares acquired under the buy-back program (as reported
on the Issuer’s 20-F).
| Bioceres LLC |
| a) |
|
Amount beneficially
owned: 19,363,766 |
|
Percentage:
31.1% |
| b) |
|
Number of shares to which the Reporting Person
has: |
|
|
| |
i. |
Sole power to vote or to
direct the vote: |
|
0 |
| |
ii. |
Shared power to vote or to
direct the vote: |
|
22,554,111 |
| |
iii. |
Sole power to dispose or
to direct the disposition of: |
|
0 |
| |
iv. |
Shared power to dispose or
to direct the disposition of: |
|
19,363,766 |
| |
|
|
|
|
| Bioceres S.A. |
| a) |
|
Amount beneficially owned:
20,363,766 |
|
Percentage:
37.8% |
| b) |
|
Number of shares to which
the Reporting Person has: |
|
|
| |
i. |
Sole power to vote or to
direct the vote: |
|
0 |
| |
ii. |
Shared power to vote or to
direct the vote: |
|
23,554,111 |
| |
iii. |
Sole power to
dispose or to direct the disposition of: |
|
0 |
| |
iv. |
Shared power to dispose or
to direct the disposition of: |
|
20,363,766 |
| |
|
|
|
|
| THEO I
SCSp |
|
|
| a) |
|
Amount beneficially owned:
1,000,000 |
|
Percentage:
1.6% |
| b) |
|
Number of shares to which
the Reporting Person has: |
|
|
| |
i. |
Sole power to vote or to
direct the vote: |
|
0 |
| |
ii. |
Shared power to vote or to
direct the vote: |
|
1,000,000 |
| |
iii. |
Sole power to dispose or
to direct the disposition of: |
|
0 |
| |
iv. |
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: July 25, 2022 |
|
| |
|
|
| |
|
|
| BIOCERES S.A. |
|
| |
|
|
| |
|
|
| By |
/s/
Federico Trucco |
|
| |
Name: Federico
Trucco |
|
| |
Title: Attorney-in-fact |
|
| |
Date: July 25, 2022 |
|
| |
|
|
| |
|
|
| THEO I SCSp |
|
| |
|
|
| |
|
|
| By |
/s/
Gloria Montaron Estrada |
|
| |
Name: Gloria
Montaron Estrada |
|
| |
Title: Attorney-in-fact |
|
| |
Date: July 25, 2022 |
|