Business Context and Reporting Period
Bioceres Crop Solutions Corp. filed this Form 6-K on March 14, 2019. The company was formerly known as Union Acquisition Corp., and the filing followed the consummation of a business combination on that date. The filing addresses a change in the company’s independent registered public accounting firm.
Key Financial Metrics
The filing does not provide current-period revenue, profit, cash flow, margins, debt, liquidity, or other operating and financial performance metrics.
Marcum LLP’s report on Union’s financial statements as of January 31, 2019 and 2018, and for the relevant inception and annual periods, was not adverse, disclaimed, qualified, or modified for accounting principles, audit scope, or uncertainty. However, the report noted substantial doubt about Union’s ability to continue as a going concern.
Material Changes Versus the Prior Comparable Period
- Effective March 14, 2019, the Board approved Marcum’s dismissal as independent registered public accounting firm.
- On the same date, the Board approved the engagement of Price Waterhouse & Co. S.R.L. (PwC) as the new independent registered public accounting firm.
- The filing states that there were no disagreements with Marcum regarding accounting principles, financial statement disclosure, or auditing scope or procedures.
- The filing also states that there were no reportable events during the disclosed periods or the subsequent interim period through the dismissal date.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- No operating or financial guidance is provided.
- The principal risk noted is the substantial doubt about Union’s ability to continue as a going concern, as described in Marcum’s prior audit report.
- The company states that it had not consulted with PwC regarding accounting treatments, potential audit opinions, disagreements, or reportable events before engaging PwC.
- Marcum provided a letter regarding the auditor change, furnished as Exhibit 99.1.
Important Facts for Investors to Verify
- Review the business combination completed on March 14, 2019 and its impact on the company’s capital structure and financial statements.
- Review Marcum’s going-concern language and the company’s post-combination liquidity position.
- Review Exhibit 99.1 for Marcum’s response to the company’s disclosures regarding the auditor change.
- Confirm the scope, timing, and reporting implications of PwC’s appointment.
- Obtain subsequent filings for revenue, profitability, cash flow, debt, liquidity, and management’s operating outlook, which are not included in this Form 6-K.