Current Report Filing (8-k)
June 09 2020 - 3:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
June
8, 2020
Date
of Report (Date of earliest event reported)
OPES
ACQUISITION CORP.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-38417
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82-2418815
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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4218 NE 2ND AVENUE, 2nd FLOOR
MIAMI, FL 33137
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(Address of Principal
Executive Offices)
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Registrant’s
telephone number, including area code: (305) 573-3900
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act
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☒
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one share of common stock and one redeemable warrant
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OPESU
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The Nasdaq Stock Market LLC
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Common stock, par value $0.0001 per share
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OPES
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The Nasdaq Stock Market LLC
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Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share
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OPESW
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The Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
IMPORTANT
NOTICES
Opes Acquisition Corp., a Delaware corporation
(“OPES”), and BurgerFi International LLC, a Delaware limited liability company (“BurgerFi”) and their respective
directors, executive officers, members, managers, employees and other persons may be deemed to be participants in the solicitation
of proxies from the holders of OPES common stock in respect of the current solicitation of the OPES’s stockholders in relation
to the extension of OPES’s time to complete a business combination (the “Extension”) and with respect to the
proposed transaction that is the subject of a non-binding letter of intent between OPES and BurgerFi (the “Business Combination”).
Information about OPES’s directors and executive officers and their ownership of OPES’s common stock is set forth in
OPES’s Prospectus, dated March 13, 2018, Annual Report on Form 10-K, dated March 30, 2020 and the proxy statement on Definitive
Schedule 14A dated June 5, 2020 (the “Extension Proxy”), filed with the Securities and Exchange Commission (the “SEC”),
as modified or supplemented by any Form 4 filed with the SEC since the date of such filings. Other information regarding the interests
of the participants in the proxy solicitation, after the execution of definitive agreements pertaining to the Business Combination,
will be included in the proxy statement to be filed by OPES relating to the Business Combination. These documents can be obtained
free of charge from the sources indicated below.
OPES
has mailed the Extension Proxy and a proxy card to each stockholder entitled to vote at the meeting relating to the approval of
the Extension. OPES will mail an additional proxy statement to stockholders relating to the Business Combination. INVESTORS AND
SECURITY HOLDERS OF OPES ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE EXTENSION OR BUSINESS COMBINATION THAT OPES WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OPES, BURGERFI, THE EXTENSION AND THE BUSINESS COMBINATION. The Extension
Proxy and the proxy statement and other relevant materials in connection with the Business Combination, and any other documents
filed by OPES with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to OPES at:
4218 NE 2nd Avenue, Miami, FL 33137.
This Current Report on Form 8-K contains
certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act
of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including
statements about the execution of definitive agreements relating to the Business Combination by and among OPES and BurgerFi and
the transactions contemplated thereby, and the parties’ perspectives and expectations, are forward-looking statements. Such
statements include, but are not limited to, statements regarding the proposed transaction. The words “expect,” “believe,”
“estimate,” “intend,” “plan,” and similar expressions indicate forward-looking statements.
These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions
(including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the
actual results to vary materially from those indicated or anticipated.
Such
risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of the execution
of definitive agreements relating to the Business Combination, (ii) the timing of the completion of the Business Combination,
(iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the non-binding letter
of intent, (iv) the risk that there may be a material adverse effect on the business, properties, assets, liabilities, results
of operations or condition (financial or otherwise), of BurgerFi or its subsidiaries or franchisees, taken as a whole; (v) risks
related to disruption of management time from ongoing business operations due to the proposed Business Combination; (vi) the risk
that any announcements relating to the proposed Business Combination could have adverse effects on the market price of OPES’s
common stock; and (vii) other risks and uncertainties and other factors identified in OPES’s prior and future filings with
the SEC, available at www.sec.gov.
Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to
place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and
Opes and Burger Fi, and their respective subsidiaries, if any, undertake no obligation to update forward-looking statements to
reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Item
7.01. Regulation FD Disclosure
On June 8, 2020, Opes Acquisition Corp. (“Opes”)
and BurgerFi International LLC (“BurgerFi”) issued a joint press release announcing the execution of a non-binding
letter of intent pursuant to which Opes and BurgerFi may enter into a business combination agreement, resulting in BurgerFi becoming
a wholly-owned subsidiary of Opes, a publicly traded company on the NASDAQ stock exchange and Opes subsequently changing its name
to BurgerFi International. The consummation of a business combination requires the execution of definitive agreements by the parties,
as well as the filing of a proxy statement on Schedule 14A with the Securities Exchange Commission and the mailing of the proxy
statement to the stockholders of Opes, to among other things, seek approval of the business combination. A copy of the press release
is attached here to as Exhibit 99.1.
The
foregoing information, including the press release attached hereto as Exhibit 99.1, is being furnished pursuant to Item
7.01 of this Current Report and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits:
SIGNATURES
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 hereunto duly authorized.
Dated:
June 9, 2020
OPES
ACQUISITION CORP.
By:
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/s/
José Luis Cordova
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Name:
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José
Luis Cordova
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Title:
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Chief
Financial Officer
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3
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