BIOX Bioceres Crop Solutions Corp

CUSIP No. G1117K 114

CUSIP No. G1117K 114

CUSIP No. G1117K 114

CUSIP No. G1117K 114

EXPLANATORY NOTE

This Amendment No. 8 (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), Amendment No. 6 filed with the SEC on April 5, 2022 and Amendment No. 7 filed with the SEC on July 25 2022 (the “Schedule 13D”), by Bioceres LLC and Bioceres S.A.

This Amendment is being filed to report the acquisition of beneficial ownership of an additional 8,000,000 Shares, corresponding to 12.73% of the Issuer’s outstanding capital stock, pursuant to two agreements entered on November 15, 2022, between (a) Bioceres LLC, as purchaser, and Draco I Latam SPC Ltd, acting on behalf of Draco I Event Opportunity Segregated Portfolio, as seller, relating to the acquisition of 4,000,000 Shares and (b) Theo I SCSP, as purchaser, and Draco I Latam SPC Ltd, acting on behalf of Draco I Event Opportunity Segregated Portfolio, as seller, relating to the acquisition of 4,000,000 Shares (the “Transaction”). The total consideration to be paid is US$18 per acquired Share, which is payable in eight annual instalments, and the first instalment is divided in three sub-instalments.

The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D.

The aggregate percentages of Shares beneficially owned by the Reporting Persons, and reported in this Amendment, is calculated based on 62,834,057 Shares outstanding, as reported on the Issuer’s Form F-3 (File No. 33-268144) filed with the SEC on November 3, 2022.

This statement relates to the ordinary shares, par value $0.0001 per share (the “Shares”), of Bioceres Crop Solutions Corp. (formerly known as Union Acquisition Corp. (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.

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.

(d)          None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours).

CUSIP No. G1117K 114

(e)          None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

(f)  

Please refer to the “Explanatory Note” of this Amendment.

The purpose of the Transaction was to increase the Reporting Persons’ ownership of the Issuer after recent dilution due to M&A activity performed by the Issuer.

As a result of the Transaction, the Shares owned by the Reporting Persons increased from 20,363,766 Shares to 28,363,766 Shares. In addition, the Reporting Persons have the shared power to vote or to direct the vote 3,196,917 Shares pursuant to the shareholders agreement described under Item 6 below, resulting in a total of 31,560,683 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.

(a)-(b) The aggregate percentages of Shares beneficially owned by the Reporting Persons, and reported in this Amendment, is calculated based on 62,834,057 Shares outstanding, as reported on the Issuer’s Form F-3 (File No. 33-268144) filed with the SEC on November 3, 2022.

CUSIP No. G1117K 114

(c)          None of the Reporting Persons has effected any transactions of the Issuer’s 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.

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 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 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 Shares by other parties, (iii) Bioceres LLC has a drag-along right to cause the sales of 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 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.

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* 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.