SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
(State or other jurisdiction
|4218 NE 2ND AVENUE, 2nd FLOOR |
MIAMI, FL 33137
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:
|☐||Written communications pursuant to Rule 425 under the Securities Act|
|☒||Soliciting material pursuant to Rule 14a-12 under the Exchange Act|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||
Name of each exchange on
|Units, each consisting of one share of common stock and one redeemable warrant||OPESU||The Nasdaq Stock Market LLC|
|Common stock, par value $0.0001 per share||OPES||The Nasdaq Stock Market LLC|
|Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share||OPESW||The Nasdaq Stock Market LLC|
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. ☐
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
|99.1||Opes Press Release, dated as of June 8, 2020|
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:||/s/ José Luis Cordova|
|Name:||José Luis Cordova|
|Title:||Chief Financial Officer|