UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Opes Acquisition Corp.
(Exact Name of Registrant as Specified in Charter)

 

Delaware   377-01805   82-2418815

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

Park Plaza Torre I,

Javier Barros Sierra 540, Of. 103,

Col. Santa Fe

Mexico City, Mexico

   01210
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +52 (55) 5992-8300

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered:

 Name of each exchange on which
each class is to be registered
Units, each consisting of one share of common The Nasdaq Stock Market LLC
Stock and one redeemable warrant  
   
Common stock, par value $0.0001 per share The Nasdaq Stock Market LLC
   
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share The Nasdaq Stock Market LLC

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Holdco under any of the following provisions (see General Instruction A.2. below):

 

☒If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the box.

 

☐If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the box.

 

☐If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the box.

 

Securities Act registration statement file number to which this form relates: 333-223106.

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

None.

 

 

 

 

Item 1.       Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the units, common stock and redeemable warrants to purchase shares of common stock of Opes Acquisition Corp. (the “Company”). The description of the units, common stock and redeemable warrants contained under the heading “Description of Securities” in the Company’s Registration Statement on Form S-1 (File No. 333-223106), as filed with the Securities and Exchange Commission on February 20, 2018, as amended from time to time (the “Registration Statement”) to which this Form 8-A relates shall be deemed incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is or are subsequently filed are hereby incorporated by reference herein.

 

Item 2.       Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement and are incorporated herein by reference:

 

Exhibit No. Description
   
3.1 Certificate of Incorporation, included as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-223106) filed on March 8, 2018.
   
3.2 Amended and Restated Certificate of Incorporation, included as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-223106) filed on March 8, 2018.
   
3.3 Bylaws, included as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-223106) filed on March 8, 2018.
   
4.1 Specimen Unit Certificate, included as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-223106) filed on March 8, 2018.
   
4.2 Specimen Common Stock Certificate, included as an exhibit Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-223106) filed on March 8, 2018.
   
4.3 Specimen Warrant Certificate, included as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-223106) filed on March 8, 2018.
   
4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant, included as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-223106) filed on March 8, 2018.
   
4.5 Form of Unit Purchase Option between EarlyBirdCapital, Inc. and the Registrant, included as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-223106) filed on March 8, 2018.
   
10.2 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant, included as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-223106) filed on March 8, 2018.
   
10.3 Form of Stock Escrow Agreement among Continental Stock Transfer & Trust Company, Axis Public Ventures S. de R.L. de C.V., Lion Point Capital, and the Registrant, included as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-223106) filed on March 8, 2018.
   
10.5 Form of Registration Rights Agreement among Axis Public Ventures S. de R.L. de C.V., Lion Point Capital, and the Registrant, included as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-223106) filed on March 8, 2018.

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 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:  March 9, 2018OPES ACQUISITION CORP.
   
By:/s/ José Antonio Cañedo White  
  José Antonio Cañedo White
  Chief Executive Officer

 

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