SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 13G 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT 

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED  

PURSUANT TO RULE 13d-2(b)

 

(Amendment No. __)*

 

OPES ACQUISITION CORP.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

68373P 209

(CUSIP Number)

 

December 31, 2018

(Date of Event Which Requires Filing of this Statement) 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐    Rule 13d-1(b) 

☐    Rule 13d-1(c) 

☒    Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

               
1

NAMES OF REPORTING PERSONS 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Axis Public Ventures S. de R.L. de C.V. 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(SEE INSTRUCTIONS)

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Mexico 

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON WITH

5

SOLE VOTING POWER

 

0 Shares 

6

SHARED VOTING POWER

 

945,937 Shares 

7

SOLE DISPOSITIVE POWER

 

0 Shares 

8

SHARED DISPOSITIVE POWER

 

945,937 Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

945,937 Shares 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.38% 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO 

       

 

 

               
1

NAMES OF REPORTING PERSONS 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Gonzalo Gil White 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(SEE INSTRUCTIONS)

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Mexico 

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON WITH

5

SOLE VOTING POWER

 

285,625 Shares 

6

SHARED VOTING POWER

 

945,937 Shares

7

SOLE DISPOSITIVE POWER

 

285,625 Shares

8

SHARED DISPOSITIVE POWER

 

945,937 Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,231,562 Shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.31% 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN 

       

 

 

               
1

NAMES OF REPORTING PERSONS 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

José Antonio Cañedo White

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(SEE INSTRUCTIONS)

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Mexico 

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON WITH

5

SOLE VOTING POWER

 

0 Shares 

6

SHARED VOTING POWER

 

945,937 Shares 

7

SOLE DISPOSITIVE POWER

 

0 Shares 

8

SHARED DISPOSITIVE POWER

 

945,937 Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

945,937 Shares 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.38% 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

       

 

 

               
1

NAMES OF REPORTING PERSONS 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Carlos Enrique Williamson

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(SEE INSTRUCTIONS)

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States and Mexico (dual citizen)

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON WITH

5

SOLE VOTING POWER

 

0 Shares 

6

SHARED VOTING POWER

 

945,937 Shares 

7

SOLE DISPOSITIVE POWER

 

0 Shares 

8

SHARED DISPOSITIVE POWER

 

945,937 Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

945,937 Shares 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.38% 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

       

 

 

 

Item 1(a).Name of Issuer:

 

Opes Acquisition Corp. (“Issuer”)

 

Item 1(b.)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:

 

This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

 

(i)Axis Public Ventures S. de R.L. de C.V. (“Axis Public Ventures”) is a Sociedad de Responsibilidad Limitada de Capital Variable, a variable capital limited liability corporation, organized under the laws of Mexico. José Antonio Cañedo White, Gonzalo Gil White, and Carlos Enrique Williamson are the board members of Axis Public Ventures and may be deemed to share voting and dispositive control over the shares held by Axis Public Ventures.

 

(ii)Messrs. José Antonio Cañedo White, Gonzalo Gil White, and Carlos Enrique Williamson are responsible for the voting and investment decisions relating to the securities held by Axis Public Ventures.

 

(iii)Mr. Gonzalo Gil White has sole control over the shares held individually by him.

 

Item 2(b).Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office of each of the Reporting Persons is:

 

c/o Opes Acquisition Corp.

 

Park Plaza Torre I, Javier Barros Sierra 540, Of. 103, Col. Santa Fe, 01210 Mexico City, Mexico.

 

Item 2(c).Citizenship:

 

Axis Public Ventures S. de R.L. de C.V. – Mexico.

 

José Antonio Cañedo White – Mexico

 

Gonzalo Gil White – Mexico

 

Carlos Enrique Williamson – dual citizenship in the United States and Mexico

 

Item 2(d).Title of Class of Securities:

 

Common Stock, par value $0.0001 per share (“Common Stock”)

 

Item 2(e).CUSIP Number:

 

68373P 209

 

Item 3.If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

  (a) Broker or dealer registered under Section 15 of the Exchange Act;
  (b) Bank as defined in Section 3(a)(6) of the Exchange Act;
  (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act;
  (d) Investment company registered under Section 8 of the Investment Company Act;
  (e) An investment adviser in accordance with Rule 13d-1(b)(ii)(E);

 

 

 

 

  (f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g) A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)
  (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).
  (k) Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________

 

 

 

 

Item 4.Ownership.

 

Axis Public Ventures, José Antonio Cañedo White, and Carlos Enrique Williamson

 

(a) Amount Beneficially Owned: 945,937 shares of Common Stock.

 

This amount includes 945,937 shares of Common Stock owned by Axis Public Ventures, an entity controlled by José Antonio Cañedo White, Gonzalo Gil White, and Carlos Enrique Williamson. This amount does not include an aggregate of 83,437 shares of Common Stock issuable upon the exercise of warrants underlying private units held by Axis Public Ventures, none of which are exercisable and will not be exercisable within 60 days.

 

(b) Percent of Class: 6.38%

 

The percentage of shares of Common Stock is based on 14,820,000 shares of Common Stock outstanding as of November 7, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018.

 

(c) Number of shares as to which the person has

 

(i) Sole power to vote or direct the vote: 0

 

(ii) Shared power to vote or direct the vote: 945,937

 

(iii) Sole power to dispose or direct the disposition: 0

 

(iv) Shared power to dispose or direct the disposition: 945,937

 

Gonzalo Gil White

 

(a) Amount Beneficially Owned: 1,231,562 shares of Common Stock.

 

This amount includes (i) 945,937 shares of Common Stock owned by Axis Public Ventures, an entity controlled by José Antonio Cañedo White, Gonzalo Gil White, and Carlos Enrique Williamson and (ii) 285,625 shares of Common Stock owned by Mr. Gil White individually. This amount does not include an aggregate of 139,062 shares of Common Stock underlying warrants, which represents (i) 83,437 shares of Common Stock issuable upon the exercise of warrants underlying private units held by Axis Public Ventures and (ii) 55,625 shares of Common Stock issuable upon the exercise of warrants underlying private units held by Mr. Gil White, none of which are exercisable and will not be exercisable within 60 days.

 

(b) Percent of Class: 8.31%

 

The percentage of shares of Common Stock is based on 14,820,000 shares of Common Stock outstanding as of November 7, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018.

 

(c) Number of shares as to which the person has

 

(i) Sole power to vote or direct the vote: 285,625

 

(ii) Shared power to vote or direct the vote: 945,937

 

(iii) Sole power to dispose or direct the disposition: 285,625

 

(iv) Shared power to dispose or direct the disposition: 945,937

 

 

 

 

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: ☐

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

None.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

None.

 

Item 8.Identification and Classification of Members of the Group.

 

None.

 

Item 9. Notice of Dissolution of Group.

 

None.

 

Item 10.Certifications.

 

None.

 

 

 

 

SIGNATURE

 

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 11, 2019

 

  AXIS PUBLIC VENTURES S. DE R.L. DE C.V
     
  By: /s/ Gonzalo Gil White
    Name: Gonzalo Gil White
    Title: Director

 

  /s/ José Antonio Cañedo White
  José Antonio Cañedo White
   
  /s/ Gonzalo Gil White
  Gonzalo Gil White
   
  /s/ Carlos Enrique Williamson
  Carlos Enrique Williamson

 

 

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that this Schedule 13G (as so amended, the “Schedule 13G”) with respect to the Common Stock of Opes Acquisition Corp. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

Dated: February 11, 2019

 

  AXIS PUBLIC VENTURES S. DE R.L. DE C.V
     
  By: /s/ Gonzalo Gil White
    Name: Gonzalo Gil White
    Title: Director

  

  /s/ José Antonio Cañedo White
  José Antonio Cañedo White
   
  /s/ Gonzalo Gil White
  Gonzalo Gil White
   
  /s/ Carlos Enrique Williamson
  Carlos Enrique Williamson