Sec Form 13D Filing - 5DPlus Capital Investment Management Co S.A. filing for Bioceres Crop Solutions Corp. (BIOX) - 2021-07-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No. 3)*

The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons evaluate their investment in the Shares on a continual basis. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any change in the present Board of Directors or management of the Issuer; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any material change in the operating policies or corporate structure of the Issuer; (e) any change in the Issuer's charter or by-laws; (f) the Shares of the Issuer ceasing to be delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (g) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes and may acquire additional shares and dispose of or enter into other transactions in the Shares they may be deemed to beneficially own.

The Reporting Persons reserve the right to be in contact with members of the Issuer's management, the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize shareholder value.

The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.

(a-e)  As of the date hereof, DRACO Capital Investment Management Company S.A. may be deemed to be the beneficial owner of 8,940,635 Shares (21.8%) of the Issuer, based upon the 41,087,803 Shares outstanding as of May 28, 2021, according to the Issuer’s Form S-8 POS filed on June 1, 2021.  DRACO Capital Investment Management Company S.A. has the sole power to vote or direct the vote of 0 Shares, DRACO Capital Investment Management Company S.A. has the shared power to vote or direct the vote of 8,940,635 Shares, DRACO Capital Investment Management Company S.A.. has the sole power to dispose or direct the disposition of 0 Shares and DRACO Capital Investment Management Company S.A. has the shared power to dispose or direct the disposition of 8,940,635 Shares to which this filing relates.

As of the date hereof, 5D+ Draco I Latam Income Plus Segregated Portfolio may be deemed to be the beneficial owner of 8,940,635 Shares (21.8%) of the Issuer, based upon the 41,087,803 Shares outstanding as of May 28, 2021, according to the Issuer’s Form S-8 POS filed on June 1, 2021. 5D+ Draco I Latam Income Plus Segregated Portfolio has the sole power to vote or direct the vote of 0 Shares, the 5D+ Draco I Latam Income Plus Segregated Portfolio has the shared power to vote or direct the vote of 8,940,635 Shares, 5D+ Draco I Latam Income Plus Segregated Portfolio has the sole power to dispose or direct the disposition of 0 Shares and the 5D+ Draco I Latam Income Plus Segregated Portfolio has the shared power to dispose or direct the disposition of 8,940,635 Shares to which this filing relates. 

As of the date hereof, Biotech Investment Holding Ltd. may be deemed to be the beneficial owner of 8,940,635 Shares (21.8%) of the Issuer, based upon the 41,087,803 Shares outstanding as of May 28, 2021, according to the Issuer’s Form S-8 POS filed on June 1, 2021.  Biotech Investment Holding Ltd. has the sole power to vote or direct the vote of 0 Shares, Biotech Investment Holding Ltd. has the shared power to vote or direct the vote of 8,940,635 Shares, Biotech Investment Holding Ltd. has the sole power to dispose or direct the disposition of 0 Shares and Biotech Investment Holding Ltd. has the shared power to dispose or direct the disposition of 8,940,635 Shares to which this filing relates.

The Reporting Persons may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act.

The trading dates, number of Shares purchased or sold and the price per share for all transactions in the Shares during the last 60 days by the Reporting Persons are set forth in Exhibit B and were effected in the open market. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.

5,333,333.00 Shares reported herein are not yet fully paid, and a portion of such Shares has been pledged in favor of the creditor to guarantee the outstanding price due in connection with the transaction. Other than as set forth in this Schedule 13D, the Reporting Persons do no have any contract arrangement, understanding or relationship with any person with respect to securities of the Issuer.

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.

* The Reporting Persons disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13D dated July 2, 2021 relating to the Ordinary Shares, par value US$0.0001 per share of Bioceres Crop Solutions Corp. shall be filed on behalf of the undersigned.

 Exhibit B

TRANSACTIONS IN SHARES BY ACCOUNTS ADVISED BY THE REPORTING PERSONS