Bioceres : FormPOS AM

Table of Contents

As filed with the Securities and Exchange Commission on October 25, 2019

Registration No. 333-231883

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bioceres Crop Solutions Corp.

(Exact name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant's name into English)

Cayman Islands	2870	Not Applicable
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer Identification No.)
incorporation or organization)	Classification Code Number)

Bioceres Crop Solutions Corp.

Ocampo 210 bis

Predio CCT, Rosario, Santa Fe, Argentina

Tel: [phone]

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Cogency Global Inc.

10 E. 40th Street, 10th Floor

New York, NY 10016

Tel.: [phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Conrado Tenaglia, Esq.

Matthew S. Poulter, Esq.

Linklaters LLP

1345 Avenue of the Americas

New York, New York 10105

Phone: [phone]

Fax: [phone]

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. x

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. o

CALCULATION OF REGISTRATION FEE

			Proposed			Proposed
			Maximum			Maximum
	Amount to	Offering			Aggregate		Amount of
	be	Price Per			Offering		Registration
Ordinary Shares, par value $0.0001 per share, to be offered for resale by certain	Registered(1)	Unit(2)			Price(2)		Fee(5)
119,443			6.00		716,658		93
selling shareholders(3)
Ordinary Shares, par value $0.0001 per share, to be offered for resale by holders of	24,200,000		6.00	145,200,000	18,847
warrants assuming exercise of such warrants(4)
Total	24,319,443		6.00	145,916,658	18,940

Notes:-

1. In the event of a stock split, reverse stock split, stock dividend or similar transaction involving our ordinary shares, the number of shares registered shall automatically be adjusted to cover the additional ordinary shares issuable pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act").
2. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(a) under the Securities Act, based upon the average of the high and low sales prices of the registrant's ordinary shares as reported on the NYSE American on October 23, 2019.
3. Represents 119,443 ordinary shares previously issued to minority shareholders of Bioceres Semillas S.A. upon the exercise of their tag-along rights under a shareholders agreement, in connection with the consummation of the business combination (the "business combination") pursuant to a share exchange agreement, as amended, by and among Union Acquisition Corp., whose name changed to Bioceres Crop Solutions Corp., and Bioceres, Inc., Bioceres LLC's predecessor.
4. Represents ordinary shares underlying (i) 5,200,000 private placement warrants, (ii) 11,500,000 public warrants, each issued in connection with the initial public offering of Union Acquisition Corp. and (iii) 7,500,000 warrants issued to Bioceres LLC in connection with the business combination.
5. Previously paid.

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included in this registration statement is a combined prospectus relating also to Registration Statement No. 333- 231883 previously filed by the registrant on Form F-1 and declared effective by the Securities and Exchange Commission on July 15, 2019. This Registration Statement, which is a new Registration Statement, upon effectiveness, also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-231883, and such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act of 1933.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

Explanatory Note

On May 31, 2019, the registrant filed a registration statement on Form F-1 (Registration No. 333-231883), which was subsequently declared effective by the Securities and Exchange Commission on July 15, 2019 (the "Registration Statement"), registering the resale of an aggregate of 119,443 ordinary shares of the registrant and the issuance of 24,200,000 ordinary shares upon exercise of warrants of the registrant.

This post-effective amendment is being filed pursuant to Section 10(a)(3) of the Securities Act of 1933, to update the Registration Statement to include the audited consolidated financial statements and the notes thereto included in the registrant's Annual Report on Form 20-F for the fiscal year ended June 30, 2019, filed with the SEC on October 24, 2019 ("2019 Annual Report"), and certain other information in such Registration Statement.

No additional securities are being registered under this post-effective amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

Table of Contents

The information in this prospectus is not complete and may be changed. The Selling Shareholders may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 25, 2019

Bioceres Crop Solutions Corp.

24,319,443 Ordinary Shares

This prospectus relates to the resale from time to time by the Selling Shareholders (as defined below in the section titled "Selling Shareholders") of up to 24,319,443 ordinary shares, par value $0.0001 per share ("ordinary shares"), of Bioceres Crop Solutions Corp., which includes up to 24,200,000 ordinary shares issuable upon exercise of our outstanding warrants.

We will not receive any proceeds from the sale of the securities by the Selling Shareholders 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 have not been informed by any of the Selling Shareholders that they intend to sell their securities covered by this prospectus and 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 NYSE American ("NYSE") under the symbol "BIOX". The last sale price of our ordinary shares on October 24, 2019 was $5.99 per share.

Investing in our securities involves risks. See "Risk Factors" beginning on page 21 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.

Prospectus dated	, 2019.

Table of Contents
TABLE OF CONTENTS
About This Prospectus	Page
3
Business Combination	3
Important Information About Financial Presentation	4
Special Note Regarding Forward-Looking Statements	4
Summary	6
The Offering	16
Summary Historical Financial Information	17
Risk Factors	21
Use of Proceeds	64
Dividends	65
Capitalization	66
Selected Financial Information	67
Management's Discussion and Analysis of Financial Condition and Results of Operations	70
Industry Overview	91
Business	99
Regulation	126
Management	132
Certain Relationships and Related Party Transactions	139
Principal Shareholders	146
Description of Share Capital	147
Taxation	152
Selling Shareholders	157
Plan of Distribution	160
Expenses of The Offering	162
Legal Matters	163
Experts	164
Enforcement of Civil Liabilities	165
Where You Can Find Additional Information	168
2

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement on Form F-1 (the "Registration Statement") that we filed with the Securities and Exchange Commission (the "SEC") using a "shelf" registration or continuous offering process. Under this shelf process, the Selling Shareholders may from time to time sell the ordinary shares covered by this prospectus in the manner described in "Plan of Distribution." Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in this prospectus, including the "Plan of Distribution." You should read this prospectus before deciding to invest in our ordinary shares. You should read this prospectus together with the additional information about us described in the sections below entitled "Where You Can Find Additional Information." We have not, and the Selling Shareholders have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date.

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. ("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, Parent, 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, collectively the "Beneficiaries") 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, the "Rizobacter Stock") 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 the context otherwise requires, "we," "us," "our," "the Company," "BIOX," "Bioceres" and "Bioceres Crop Solutions" will refer to Bioceres Crop Solutions Corp. and its subsidiaries.

3