SEC Form SC 13D filed by Procaps Group S.A.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Procaps Group, S.A.

(Name of Issuer)

Ordinary Shares, nominal value of $0.01 per share

(Title of Class of Securities)

L7756P 102 (Ordinary Shares)

(CUSIP Number)

Procaps Group, S.A.

9 rue de Bitbourg, L-1273

Luxembourg

Grand Duchy of Luxembourg

Tel : +356 7995-6138

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

September 29, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on 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 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).

This Statement on Schedule 13D (this “Statement”) relates to the ordinary shares, nominal value of $0.01 per share (the “Ordinary Shares”), of Procaps Group, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 253360 (the “Issuer”).

The trustee of Sognatore is Caoton Company, S.A., which holds Ordinary Shares for Bricol International Corp., a company wholly owned by Mr. Ruben Minski, as beneficiary.

The trustee of Simphony is the Commonwealth Trust Company, which holds Ordinary Shares for the benefit of Mr. Jose Minski.

The trustee of Deseja is the Commonwealth Trust Company, which holds Ordinary Shares for the benefit of Mr. Meyer Minski.

On September 29, 2021 (the “Closing Date”), the Issuer consummated a business combination (the “Business Combination”) pursuant to the terms of that certain Business Combination Agreement dated as of March 31, 2021, by and among Union Acquisition Corp. II (the “SPAC”), Crynssen Pharma Group Limited (“Crynssen”), the Issuer and OZLEM Limited (“Merger Sub”), as amended by that certain Amendment No. 1 to Business Combination Agreement dated as of September 29, 2021, by and among the SPAC, Crynssen, the Issuer and Merger Sub (the “Business Combination Agreement”)

On March 31, 2021, each of Sognatore, Simphony and Deseja entered into individual Contribution and Exchange Agreements by and among Crynssen, the Issuer and such Reporting Person (each an “Exchange Agreement”), pursuant to which, among other things, each of Sognatore, Simphony and Deseja agreed to (i) contribute its respective ordinary shares of Crynssen, nominal value $1.00 per share (the “Crynssen Ordinary Shares”), to the Issuer in exchange for Ordinary Shares based on an exchange ratio of 33.444848 for determining the aggregate number of shares of the Issuer for which the Crynssen Ordinary Shares held by the shareholders of Crynssen shall be converted in accordance with the terms of Business Combination Agreement and the Exchange Agreements, and (ii) not transfer any of its Crynssen Ordinary Shares before the termination of the Business Combination Agreement pursuant to its terms. Pursuant to the Exchange Agreements, on September 29, 2021, Sognatore exchanged its Crynssen Ordinary Shares for 31,338,454 Ordinary Shares, Simphony exchanged its Crynssen Ordinary Shares for 17,960,146 Ordinary Shares, and Deseja exchanged its Crynssen Ordinary Shares for 17,960,146 Ordinary Shares.

Immediately upon the completion of the Business Combination and the other transactions contemplated by the Business Combination Agreement, including the Exchange Agreements (the “Transactions”, and such completion, the “Closing”), Crynssen became a direct wholly-owned subsidiary of the Issuer.

The foregoing description of the Exchange Agreements is qualified in its entirety by reference to the full text of the form of Exchange Agreements, a copy of which is included as Exhibit 99.1 to this Statement, and incorporated herein by reference.

The information contained above in Item 1 and Item 3 of this Statement is incorporated herein by reference.

The Reporting Persons intend to review their investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, to (a) acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise, (c) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in the securities of the Issuer or (d) take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and financial and stock market conditions, including the market price of the securities of the Issuer. Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Mr. Ruben Minski indirectly holds through Sognatore, which directly holds, an aggregate of 31,338,454 Ordinary Shares of the Issuer, which equals an aggregate of 27.7% of the outstanding Ordinary Shares.

Mr. Jose Minski indirectly holds through Simphony, which directly holds, an aggregate of 17,960,146 Ordinary Shares of the Issuer, which equals an aggregate of 15.9% of the outstanding Ordinary Shares.

Mr. Meyer Minski indirectly holds through Deseja, which directly holds, an aggregate of 17,960,146 Ordinary Shares of the Issuer, which equals an aggregate of 15.9% of the outstanding Ordinary Shares.

Each Reporting Person has the sole power to vote or dispose of the Ordinary Shares it directly or indirectly owns, provided, however that the Reporting Persons have agreed, pursuant to the terms of the Nomination Agreement (defined and described below), to jointly vote on certain matters. The percentages of outstanding Ordinary Shares set forth in this Statement are based upon 112,824,183 Ordinary Shares outstanding as of September 29, 2021, as stated in the Issuer’s Annual Report on Form 20-F, dated as of September 30, 2021.

Registration Rights and Lock-Up Agreement

In connection with the Closing, the Issuer, Union Group International Holdings Limited (“UGI”), Union Acquisition Associates II, LLC (“UAA” and collectively with UGI, the “Sponsors”), certain other persons and entities (“Original Holders”) holding ordinary shares of the SPAC, par value $0.0001 per share, issued by the SPAC prior to its initial public offering of securities (the “Founder Shares”) and the shareholders of Crynssen prior to the consummation of the Transactions, including Sognatore, Simphony and Deseja (the “Company Shareholders”), entered into a Registration Rights and Lock-Up Agreement (the “Registration Rights and Lock-Up Agreement”) which provides customary demand and piggyback registration rights. Additionally, the Ordinary Shares held by the Sponsors and the Original Holders which were previously Founder Shares will be locked-up until the earliest of: (i) the date that is one year from the Closing Date, (ii) the date on which the closing price of the Ordinary Shares on the Nasdaq Stock Market equals or exceeds $12.50 per Ordinary Share for any 20 trading days within any 30-trading day period commencing 150 days after the Closing Date, or (iii) such date on which the Issuer completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders of the Issuer having the right to exchange their Ordinary Shares for cash, securities or other property.

The Ordinary Shares held by Company Shareholders, except for four million Ordinary Shares held by Company Shareholders, will be locked-up until the earliest of: (i) the date that is 180 days from Closing Date, and (ii) such date on which the Issuer completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders of the Issuer having the right to exchange their Ordinary Shares for cash, securities or other property.

Four million Ordinary Shares held by Company Shareholders will be locked-up until the earliest of: (i) the date that is 90 days from Closing Date, (ii) the date on which the closing price of the Ordinary Shares on the Nasdaq Stock Market equals or exceeds $12.00 per Ordinary Share for any 20 trading days within any 30-trading day period commencing on the Closing Date, and (iii) such date on which the issuer completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders of the Issuer having the right to exchange their Ordinary Shares for cash, securities or other property.

The foregoing description of the Registration Rights and Lock-Up Agreement is qualified in its entirety by reference to the full text of the Registration Rights and Lock-Up Agreement, a copy of which is included as Exhibit 99.2 to this Statement, and incorporated herein by reference.

Nomination Agreement

On the Closing Date, the Issuer, the Sponsors, certain Original Holders and certain Company Shareholders entered into a Nomination Agreement pursuant to which, in connection with any general meeting at which directors of the Issuer are to be elected, or any adjournment or postponement thereof, Sognatore, Simphony and Deseja shall collectively have the right to propose for appointment a number of directors that equals a majority of the board of directors of the Issuer (each, a “Majority Shareholder Director”). For as long as Hoche Partners Pharma Holding S.A. (“Hoche”) owns no less than 7% of the issued and outstanding share capital of the Issuer, Hoche shall have the right to propose for appointment one director (such director, the “Hoche Shareholder Director” and collectively with the Majority Shareholder Directors, each a “Shareholder Director” and collectively, the “Shareholder Directors”). On the Closing Date and until the one-year anniversary of the preceding annual general shareholders’ meeting of the Issuer, Alejandro Weinstein shall be the Hoche Shareholder Director. In connection with the first two consecutive general shareholders’ meetings of the Issuer following September 1, 2021 at which directors are to be elected, or any adjournment or postponement thereof, the Sponsors shall have the right to propose for appointment Daniel W. Fink and Kyle P. Bransfield as directors of the Issuer. At least one-half of the Shareholder Directors must qualify as independent directors (“Independent Directors”) under applicable stock exchange rules, subject to any independence requirements established by the listing rules of the stock exchange on which the Ordinary Shares are listed that would require a greater number of Shareholder Directors to qualify as Independent Directors, provided that Sognatore, Simphony and Deseja will not be required to nominate any additional Independent Directors unless and until all of the directors, other than the Majority Shareholder Directors, qualify as Independent Directors. In addition, for so long as the Issuer maintains any committee, such committees shall each include at least one Majority Shareholder Director so long as he or she is independent. The Nomination Agreement will automatically terminate upon the earlier of (i) the date on which Sognatore, Simphony and Deseja or their affiliates cease to beneficially own, in the aggregate, 30% of the outstanding shares of the Issuer and (ii) 20 years from the date of the Nomination Agreement.

The foregoing description of the Nomination Agreement is qualified in its entirety by reference to the full text of the Nomination Agreement which included as Exhibit 99.3 to this Statement, and incorporated by reference herein.

The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of each of the Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 12, 2021

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