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

FORM 6-K

Report of Foreign Issuer
Pursuant To Rule 13a-16 Or 15d-16 of the
Securities Exchange Act of 1934

For the month of February 2021

Commission File Number: 1-33659

COSAN LIMITED

(Exact name of registrant as specified in its charter)

N/A 

(Translation of registrant’s name into English)

Av. Brigadeiro Faria Lima, 4100, – 16^th floor
São Paulo, SP 04538-132 Brazil
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒     Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐    No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐    No ☒

TABLE OF CONTENTS

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 8, 2021

Item 1

Material fact, filed by Cosan S.A. with the Brazilian Securities Commission on February 8, 2021, regarding the acquisition of Biosev S.A. by Raízen.

COSAN S.A.

Publicly-held Company

CNPJ/ME n° 50.746.577/0001-15

NIRE 35.300.177.045

CVM Code nº 19836

MATERIAL FACT

Cosan S.A. (“Cosan”) (B3: CSAN3), in compliance with the provisions of CVM Instruction 358/02, and in continuity with the Notice to the Market of January 28, 2021, informs its shareholders and market in general that its jointly controlled company RAÍZEN ENERGIA S.A., a category B publicly-held corporation (“RESA”) , together with Raízen Combustíveis S.A. (“RCSA”) (and combined with RESA, “Raízen” or “Company”), on the date hereof, has entered into a certain acquisition agreement (“Agreement”) with Biosev S.A. (“Biosev”) and Hédera Investimentos e Participações S.A. (“Hédera”), in its capacity as the controlling shareholder of Biosev, among other parties, pursuant to which Raízen has agreed, on the terms and subject to the conditions set forth therein, to acquire up to 100% (one hundred percent) of the equity of Biosev (“Transaction”).

In summary, the Transaction consists in a business combination involving an exchange of shares, with issuance of 3.5% of Raízen’s Preferred Shares and an amount paid in cash (R$ 3.6 billion) to refinance part of Hédera’s debt in an efficient way. Thus, after the conclusion of the Transaction, Raízen's leverage, measured by Net Debt/EBITDA ratio, will be preserved. In addition, there will be an issuance of 1.49% of Redeemable Shares at a symbolic value and an Earn-out with the objective to divide the sugar and ethanol prices variation. Both Redeemable Shares and Earnout will cease to exist in a Raízen's liquidity event, as detailed below.

STRATEGIC RATIONALE – SUGAR & RENEWABLES

The Transaction has a strategic fit into Raízen’s long term business plan based on strengthening further its leadership position on the energy transition providing the most efficient, cleaner and renewable energy, while being accretive within Company’s highest financial discipline. Highlights of combined operations:

* All figures reported by Raízen and Biosev, respectively, on their annual Earnings Releases.

SUMMARY OF THE TRANSACTION

As of the Transaction, Raízen will:

(i)       issue new shares to Hédera, as a result of a capital increase, divided into two different classes of preferred shares with distinct characteristics, as follows:

(ii)        pay R$ 3.6 billion as cash consideration for new Biosev shares, at the closing date of the Transaction (“Closing”), subject to certain statutory preemptive rights (the “Cash Consideration”). The proceeds will ultimately be used by Biosev to partially repay its existing financial debt as Biosev will be transferred to Raízen free of the existing net debt, as well as with a normalized working capital position, immediately after Closing. The Cash Consideration will be subject to a customary price adjustment mechanism based on variations of the net debt and working capital positions, as well as certain other adjustments.

Following the fifth (5th) anniversary of the Closing date, Raízen may be required to pay an additional contingent cash consideration (“Earn-out”) to Hédera, limited to R$ 350 million. Such amount will depend on certain targets based on sugar and ethanol market prices, as defined in the Agreement. In case of a liquidity event by then, such as an IPO of the Company, the Earn-out structure is automatically canceled with no additional obligation for Raízen.

POST TRANSACTION SHAREHOLDER STRUCTURE

* The stock participation percentages represented in this structure chart are mathematically rounded.

** After the redemption of the (Temporary) Shares, participation in the total capital of Shell and Cosan will increase respectively to 48.25%.

PREFERRED SHARES AND REDEEMABLE SHARES

Both the Preferred Shares and the Redeemable Shares will be entitled to receive dividends pari pasu with the existing common shares.

The Preferred Shares will be subject to certain Call and Put Options. In six months after the 6^th, 7^th, 8^th and 9^th anniversaries of the Closing date, Raízen will have a Call Option to buy those shares at market price. In six months after the 9^th anniversary of the Closing date (and after the end of the call option exercise period for the Company), Hédera will have a Put Option to sell its stake, at 20% discount of market price to Raízen. All the Call and Put Options will terminate in case Raízen becomes public tradable within certain criteria set forth in the shareholders’ agreement.

Subject to certain criteria set forth in the shareholders’ agreement (as described below), the Redeemable Shares will be mandatorily redeemed for a symbolic nominal amount upon certain events set forth in the shareholders’ agreement, such as: (i) a liquidity event of the Company (such as in case Raízen becomes public tradable within certain criteria set forth in the shareholders’ agreement, or in case Raízen exercises the above-mentioned Call Option); or (ii) following the tenth (10^th) anniversary of the Closing date. In that case, the participation of Shell and Cosan in Raízen will increase respectively to 48.25%.

SHAREHOLDERS AGREEMENT

On the Closing date, Hédera and the controlling shareholders of Raízen will enter into a shareholders’ agreement to set forth customary rights and obligations of Hédera as a minority shareholder of Raízen (“SHA”), as well as the above-mentioned Call and Put Options.

The SHA shall terminate automatically in case Raízen becomes public tradable within certain criteria set forth in the SHA.

CLOSING AND MAIN CONDITIONS PRECEDENT

The Closing of the Transaction is expected to take place in the next 6 months. The consummation of the Transaction is subject to the satisfaction of certain conditions precedent set forth in the Agreement. Among other, the main conditions are:

COSAN - OTHER RELEVANT INFORMATION

Cosan will hold a conference call on this date to present the operation and will keep the market informed of any further material information related to the Transaction.

São Paulo, February 8, 2021

Marcelo Eduardo Martins

CFO and Investor Relations Officer

This material fact statement does not constitute an offer of securities for sale in Brazil or any other market. It is merely intended for information purposes, under the terms of the applicable regulations, and shall not, in any circumstances, be deemed or considered as an investment recommendation, an offer for sale, or a solicitation or offer for acquisition of securities of RESA.