CUSIP
No. 68373P209
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Boothbay
Absolute Return Strategies LP
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
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
30,000*
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
30,000*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000*
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.20%*
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
CUSIP
No. 68373P209
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Boothbay
Fund Management, LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
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
30,000*
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
30,000*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000*
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.20%*
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IA,
OO
|
CUSIP
No. 68373P209
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ari
Glass
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
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
30,000*
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
30,000*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000*
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.20%*
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC
|
Item
1.
|
(a)
|
Name
of Issuer
Opes
Acquisition Corp. (the “Issuer”)
|
|
|
|
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(b)
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Address
of Issuer’s Principal Executive Offices
Park Plaza
Torre I
Javier
Barros Sierra 540, Of. 103
Col. Santa Fe, 01210 Mexico City, Mexico
|
Item
2.
|
(a)
|
Name
of Person Filing:
Boothbay
Absolute Return Strategies LP*
Boothbay
Fund Management, LLC*
Ari
Glass*
|
|
|
|
|
(b)
|
Address
of the Principal Office or, if none, residence
810
7
th
Avenue, Suite 615
New
York, NY 10019-5818
|
|
|
|
|
(c)
|
Citizenship
Boothbay
Absolute Return Strategies LP – Delaware
Boothbay
Fund Management, LLC – Delaware
Ari
Glass – United States
|
|
|
|
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(d)
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Title
of Class of Securities
Ordinary
Shares
|
|
|
|
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(e)
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CUSIP
Number
68373P209
|
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:
N/A
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
(a)
|
Amount
beneficially owned:
Boothbay
Absolute Return Strategies LP – 30,000*
Boothbay
Fund Management, LLC – 30,000*
Ari
Glass – 30,000*
|
|
|
|
|
(b)
|
Percent
of class:
Boothbay
Absolute Return Strategies LP – 0.20%*
Boothbay
Fund Management, LLC – 0.20%*
Ari
Glass – 0.20%*
|
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote
Boothbay
Absolute Return Strategies LP – 0
Boothbay
Fund Management, LLC – 0
Ari
Glass – 0
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
Boothbay
Absolute Return Strategies LP – 30,000*
Boothbay
Fund Management, LLC – 30,000*
Ari
Glass – 30,000*
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
Boothbay
Absolute Return Strategies LP – 0
Boothbay
Fund Management, LLC – 0
Ari
Glass – 0
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
Boothbay
Absolute Return Strategies LP – 30,000*
Boothbay
Fund Management, LLC – 30,000*
Ari
Glass – 30,000*
|
Instruction
.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
*
The common stock (the “Shares”) of Opes Acquisition Corp., a blank check company (the “Issuer”), reported
herein are held in the form of units (the “Units”). Each Unit consists of one share of common stock and one warrant.
Each warrant entitles the holder thereof to purchase one share of common stock. Each warrant will become exercisable on the later
of 30 days after the completion of an initial business combination (“Initial Business Combination”), as described
in more detail in the Issuer’s prospectus filed with the SEC on March 13, 2018 (the “Prospectus”), or 12 months
from the closing of the offering, and will expire five years after the completion of an Initial Business Combination, or earlier
upon redemption or liquidation. In accordance with Rule 13d-3(d)(1) regarding securities which represent a right to acquire an
underlying security, each Unit has been reported herein as representing the beneficial ownership of one (1) share of common stock.
The
Units are held by Boothbay Absolute Return Strategies LP, a Delaware limited partnership (the “Fund”), which is managed
by Boothbay Fund Management, LLC, a Delaware limited liability company (the “Adviser”). The Adviser, in its capacity
as the investment manager of the Fund, has the power to vote and the power to direct the disposition of all Units held by the
Fund. Ari Glass is the Managing Member of the Adviser. Accordingly, for the purposes of Reg. Section 240.13d-3, the reporting
persons herein may be deemed to beneficially own an aggregate of 30,000 shares of common stock, or 0.20% of the 14,820,000 Shares
that were issued as of November 7, 2018, as disclosed in the Issuer’s quarterly report for the period ended September 30,
2018 filed with the SEC on November 8, 2018.
This
report shall not be deemed an admission that the Adviser, the Fund or any other person is the beneficial owner of the securities
reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each
of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting
person’s pecuniary interest therein.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [X]
Instruction
.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
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 of 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.
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.
Dated:
February 14, 2019
|
Boothbay
Absolute Return Strategies LP
|
|
|
|
|
By:
|
Boothbay
Fund Management, LLC, its investment manager
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Ari
Glass, Managing Member
|
|
|
|
|
Boothbay
Fund Management, LLC
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Ari
Glass, Managing Member
|
|
|
|
|
Ari
Glass
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
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Individually
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13D-1(K)(1)
The
undersigned hereby consent and agree to the joint filing of Schedule 13G Amendment No. 1 under the Securities Exchange Act of
1934, as amended, with respect to the Shares of Opes Acquisition Corp., together with any or all amendments thereto, when and
if required. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii)
as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the
undersigned may mutually agree.
Dated:
February 14, 2019
|
Boothbay
Absolute Return Strategies LP
|
|
|
|
|
By:
|
Boothbay
Fund Management, LLC, its investment manager
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Ari
Glass, Managing Member
|
|
|
|
|
Boothbay
Fund Management, LLC
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Ari
Glass, Managing Member
|
|
|
|
|
Ari
Glass
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Individually
|