Statement of Ownership (sc 13g)
15 July 2022 - 11:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Bioceres
Crop Solutions Corp.
(Name
of Issuer)
Ordinary
Shares, par value US$0.0001 per share
(Title
of Class of Securities)
G1117K114
(CUSIP
Number)
July
12, 2022
(Date
of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | 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 the disclosures provided in a prior cover
page. |
The information
required in 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 otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP
NO. G1117K114
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ospraie
Ag Science LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
6,233,590 |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
6,233,590 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,233,590 |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
FOOTNOTES
| (1) | This percentage is calculated based upon
62,344,114 ordinary shares outstanding of Bioceres Crop Solutions Corp. (the “Issuer”) as of July 12, 2022 immediately
following the closing of the merger contemplated by that certain Agreement and Plan of Merger dated as of March 16, 2022 by and
among Marrone Bio Innovations Inc., the Issuer and BCS Merger Sub Inc. (the “Merger Agreement”, and the merger
contemplated thereby, the “Merger”), as disclosed in that certain proxy statment/prospectus filed by the Issuer
with the Securities and Exchange Commission on June 9, 2022 (the “Proxy”). |
CUSIP
NO. G1117K114
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ospraie
Management, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
6,233,590 |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
6,233,590 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,233,590 |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO |
FOOTNOTES
| (1) | This percentage is calculated based upon
62,344,114 ordinary shares outstanding of the Issuer immediately following the closing of the Merger, as disclosed in the
Proxy. |
CUSIP
NO. G1117K114
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ospraie
Holding I, LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
6,233,590 |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
6,233,590 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,233,590 |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN, HC |
FOOTNOTES
| (1) | This percentage is calculated based upon
62,344,114 ordinary shares outstanding of the Issuer immediately following the closing of the Merger, as disclosed in the
Proxy. |
CUSIP
NO. G1117K114
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ospraie
Management, Inc. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
6,233,590 |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
6,233,590 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,233,590 |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, HC |
FOOTNOTES
| (1) | This percentage is calculated based upon
62,344,114 ordinary shares outstanding of the Issuer immediately following the closing of the Merger, as disclosed in the
Proxy. |
CUSIP
NO. G1117K114
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
OAS
MM, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
6,233,590 |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
6,233,590 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,233,590 |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
HC |
FOOTNOTES
| (1) | This percentage is calculated based upon
62,344,114 ordinary shares outstanding of the Issuer immediately following the closing of the Merger, as disclosed in the
Proxy. |
CUSIP
NO. G1117K114
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dwight
Anderson |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
6,233,590 |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
6,233,590 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,233,590 |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
FOOTNOTES
| (1) | This percentage is calculated based upon
62,344,114 ordinary shares outstanding of the Issuer immediately following the closing of the Merger, as disclosed in the
Proxy. |
Item 1.
| |
|
Bioceres Crop Solutions Corp. |
| |
(b) |
Address of Issuer’s Principal Executive Offices |
| |
|
Ocampo
210 bis Predio CCT,
Rosario,
Santa Fe, Argentina |
Item 2.
| |
(a) |
Name of Person(s) Filing |
| |
|
Ospraie
Ag Science LLC
Ospraie
Management, LLC
Ospraie
Holding I, LP
Ospraie
Management, Inc.
OAS MM
LLC
Dwight
Anderson |
| |
(b) |
Address of Principal Business Office or, if none, Residence |
| |
|
Ospraie
Ag Science LLC
411 Theodore
Fremd Avenue, Suite 240
Rye,
NY 10580
Ospraie
Management, LLC
411 Theodore
Fremd Avenue, Suite 240
Rye,
NY 10580
Ospraie
Holding I, LP
411 Theodore
Fremd Avenue, Suite 240
Rye,
NY 10580
Ospraie
Management, Inc.
411 Theodore
Fremd Avenue, Suite 240
Rye,
NY 10580
OAS MM,
LLC
411 Theodore
Fremd Avenue, Suite 240
Rye,
NY 10580
Dwight
Anderson
411 Theodore
Fremd Avenue, Suite 240
Rye,
NY 10580 |
| |
|
Ospraie
Ag Science LLC - Delaware
Ospraie
Management, LLC – Delaware
Ospraie
Holding I, LP – Delaware
Ospraie
Management, Inc. – Delaware
OAS MM,
LLC – Delaware
Dwight
Anderson – United States |
| |
(d) |
Title of Class of Securities |
| |
|
Ordinary Shares, par value US$0.0001 per share |
| Item 3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: |
| |
(a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| |
(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| |
(c) |
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
☐ 78c). |
| |
(d) |
☐ |
Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C 80a-8). |
| |
(e) |
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
(f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
(g) |
☐ |
A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
| |
(h) |
☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| |
(i) |
☐ |
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| |
(j) |
☐ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
| |
(k) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as
a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Reference
is made to Items 5 – 11 on the preceding pages of this Schedule 13G.
As
of immediately following the closing of the merger contemplated by that certain Agreement and Plan of Merger dated as of March 16, 2022
by and among Marrone Bio Innovations Inc., Bioceres Crop Solutions Corp. (the “Issuer”) and BCS Merger Sub, Inc., Ospraie
Ag Science LLC (“Ospraie LLC”) held 6,233,590 of the issued and outstanding ordinary shares of the Issuer (the “Shares”).
Ospraie
Management, LLC (“Ospraie Management”) is the investment manager of Ospraie LLC and has been delegated voting and investment
power and thus beneficial ownership of the Shares held by Ospraie LLC. Ospraie Holding I, LP (“Ospraie Holding”) may be deemed
to beneficially own the Shares held by Ospraie LLC as the managing member of Ospraie Management. Ospraie Management, Inc. (“Ospraie
Inc.”) may be deemed to beneficially own the Shares held by Ospraie LLC as the general partner of Ospraie Holding. OAS MM, LLC
may be deemed to beneficially own the Shares held by Ospraie LLC as the managing member of Ospraie LLC. Dwight Anderson may be deemed
to beneficially own the Shares held by Ospraie LLC as the Managing Principal of Ospraie Management, the sole owner of Ospraie Inc. and
the managing member of OAS MM, LLC.
Neither
the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that Mr. Anderson, OAS MM, LLC, Ospraie
Management, Ospraie Holding or Ospraie Inc. is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of his or its respective pecuniary interest
therein, if any, and such beneficial ownership is expressly disclaimed.
| Item 5. |
Ownership of Five Percent or Less of a Class |
Not
applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not
applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company |
Not
applicable.
| Item 8. |
Identification and Classification of Members of the Group |
Not
applicable.
| Item 9. |
Notice of Dissolution of Group |
Not
applicable.
| Item 10. |
Certification |
| |
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose, or with the effect, of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
| Date:
July 15, 2022 |
OSPRAIE
AG SCIENCE LLC |
| |
|
|
| |
By: |
OAS
MM, LLC, its managing member |
| |
|
|
| |
By: |
/s/
Dwight Anderson |
| |
Name: |
Dwight
Anderson |
| |
Title: |
Managing
Member |
| |
|
|
| Date:
July 15, 2022 |
OSPRAIE
MANAGEMENT, LLC |
| |
|
|
| |
By: |
Ospraie
Holding I, LP, its managing member |
| |
|
|
| |
By: |
Ospraie
Management, Inc., its general partner |
| |
|
|
| |
By: |
/s/
Dwight Anderson |
| |
Name: |
Dwight
Anderson |
| |
Title: |
Sole
Owner |
| |
|
|
| Date:
July 15, 2022 |
OSPRAIE
HOLDING I, LP |
| |
|
|
| |
By: |
Ospraie
Management, Inc., its general partner |
| |
|
|
| |
By: |
/s/
Dwight Anderson |
| |
Name: |
Dwight
Anderson |
| |
Title: |
Sole
Owner |
| |
|
|
| Date:
July 15, 2022 |
OSPRAIE
MANAGEMENT, INC. |
| |
|
|
| |
By: |
/s/
Dwight Anderson |
| |
Name: |
Dwight
Anderson |
| |
Title: |
Sole
Owner |
| |
|
|
| Date:
July 15, 2022 |
OAS
MM, LLC |
| |
|
|
| |
By: |
/s/
Dwight Anderson |
| |
Name: |
Dwight
Anderson |
| |
Title: |
Managing
Member |
| |
|
|
| Date:
July 15, 2022 |
/s/
Dwight Anderson |
| |
Dwight
Anderson |
| Footnotes: |
|
| |
|
| Attention: |
Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001) |
EXHIBIT
A
JOINT
FILING AGREEMENT
Ospraie
Ag Science LLC, a Delaware limited liability company, Ospraie Management, LLC, a Delaware limited liability company, Ospraie Holding
I, LP, a Delaware limited partnership, Ospraie Management, Inc., a Delaware corporation, OAS MM, LLC, a Delaware limited liability company,
and Dwight Anderson, an individual, hereby agree to file jointly the statement on Schedule 13G to which this Joint Filing Agreement is
attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of
1934, as amended.
It
is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto,
and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for
the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information
is inaccurate.
It
is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments
hereto, filed on behalf of each of the parties hereto.
| Date:
July 15, 2022 |
OSPRAIE
AG SCIENCE LLC |
| |
|
|
| |
By: |
OAS
LL, LLC, its managing member |
| |
|
|
| |
By: |
/s/
Dwight Anderson |
| |
Name: |
Dwight
Anderson |
| |
Title: |
Managing
Member |
| |
|
|
| Date:
July 15, 2022 |
OSPRAIE
MANAGEMENT, LLC |
| |
|
|
| |
By: |
Ospraie
Holding I, LP, its managing member |
| |
|
|
| |
By: |
Ospraie
Management, Inc., its general partner |
| |
|
|
| |
By: |
/s/
Dwight Anderson |
| |
Name: |
Dwight
Anderson |
| |
Title: |
Sole
Owner |
| |
|
|
| Date:
July 15, 2022 |
OSPRAIE
HOLDING I, LP |
| |
|
|
| |
By: |
Ospraie
Management, Inc., its general partner |
| |
|
|
| |
By: |
/s/
Dwight Anderson |
| |
Name: |
Dwight
Anderson |
| |
Title: |
Sole
Owner |
| |
|
|
| Date:
July 15, 2022 |
OSPRAIE
MANAGEMENT, INC. |
| |
|
|
| |
By: |
/s/
Dwight Anderson |
| |
Name: |
Dwight
Anderson |
| |
Title: |
Sole
Owner |
| |
|
|
| Date:
July 15, 2022 |
OAS
MM, LLC |
| |
|
|
| |
By: |
/s/
Dwight Anderson |
| |
Name: |
Dwight
Anderson |
| |
Title: |
Managing
Member |
| |
|
|
| Date:
July 15, 2022 |
/s/
Dwight Anderson |
| |
Name: |
Dwight
Anderson |
12
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